Rajkumar Forge Ltd Directors Report.

Dear Members,

Your Directors take pleasure in presenting the Thirtieth Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2020.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)
Particulars 2019-20 2018-19
Revenue 5099.38 5523.55
Expenses excluding Interest and 4349.85 4807.92
Depreciation & Amortization
Profit for the year before Interest, 749.53 715.63
Depreciation & Amortization
Less : Interest Cost for the year 55.69 77.76
Less : Depreciation & Amortization 135.24 121.78
Gross Profit for the year 558.60 516.09
Less : Exceptional Items 0.00 125.91
Profit for the year after Exceptional Items 558.60 390.18
Less : Provision for Income Tax 93.62 82.15
Less : Deferred Tax 7.88 99.84
Net Profit for the year 457.10 208.19

2. IMPACT OF COVID 19 LOCKDOWN AND MEASURES TAKEN BY COMPANY:

The Company has taken appropriate measures to ensure safety and health of all its employees and ensured due compliance with various directives issued by Central, State and Municipal authorities. The Company has adopted Work from home for its office-based employees effective mid of March, 2020 to minimize the risk. Consequent to the lock-down orders issued by Central and State Governments, the operations have been disrupted from March 24, 2020 at the Plant situated at Chakan and had some financial impact on the performance of the Company. Only from May 05, 2020 some relaxations have been announced. Your company has commenced its operations from May 06, 2020 with minimum work force after obtaining requisite permission from concerned district administration with all the safety / social distancing guidelines and other directives issued by the Central / State Governments and local administration authorities to safeguard the employees, workers and all other stakeholders to prevent the spread of COVID-19.

The financial impact on the performance of the Company during financial year 2020-21 will be evaluated and reported appropriately in the next year.

3. DIVIDEND:

Given the uncertain economic outlook and foreseeing the possible unfavorable impact of the current pandemic situation on the Companys growth, the Board considered it prudent not . torecommendanyDividendforfinancial year 2019-20

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During financial year 2019-20, there was no change in the nature of Companys business.

5. SHARE CAPITAL:

There was no change in the authorized as well as paid up share capital of the Company during the year under review.

The current Authorized Capital of the Company is

Rs. 13,25,00,000/- divided into 1,25,00,000 Equity shares of

Rs. 10/- each and 7,50,000 4% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each and Paid-up Capital of the Company is Rs. 10,93,94,000/- divided into 1,09,39,400 Equity Shares of Rs. 10/- each.

6. TRANSFER TO RESERVES:

During the year, the Company has not transferred any amount to General Reserves.

7. OPERATIONS AND STATE OF AFFAIRS:

Consequent to the volatile situation of the Indian economy during the financial year 2019-20, the Companys total revenue from operations stood at Rs. 5087.76 Lakhs as against Rs. 5511.15 Lakhs in the previous year. Though the total revenue suffered a minor setback, export sales of the Company got a boost as the revenue increased significantly from Rs. 132.94 Lakhs achieved in previous year to Rs. 284.55 Lakhs for the current year under review. During the current financial year various cost reduction measures taken by management and payment of liabilities, has helped the Company to earn profit of Rs. 449.37 Lakhs for the year ended March 31, 2020 as compared to net profit of Rs. 204.73 Lakhs in the previous year, resulting into rise in profits by 119%.

The affairs of the Company are functioning smoothly and appropriately in compliance with all the applicable laws and regulations.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company is not having net worth of Rupees Five Hundred Crores or more or turnover of Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or more during any financial year. As such, the provisions of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.

In view of the above, no provision for CSR activity have been made during the financial year 2019-20.

9. VIGIL MECHANISM:

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report to the Audit Committee Chairman, genuine concerns, unethical behavior and irregularities, if any, noticed by them in the Company, which could adversely affect companys operations. This mechanism also provides safeguards against victimization of employees, who avail of the mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company at https://rkforge. in/wp-content/uploads/2020/07/Whistle-Blower-Policy.pdf All Directors and employees have access to the Chairman of the Audit Committee. The policy with the name and address of Chairman of the Audit Committee has been circulated to the employees. Further no personnel have been denied access to the Audit Committee during the period under review.

10. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. DETAILS OF BOARD MEETINGS:

The Board met 5 times during the financial year. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. COMMITTEES OF THE BOARD:

As on March 31, 2020, the Board had five

Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee, the Share Transfer Committee and the Committee for issue of Duplicate Share Certificate.

The detailed note on composition of the Board and its committees is provided in the Corporate Governance annexure to this Report.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of the recently introduced regulatory requirements, name of every Independent Director should be added in the online database of Independent Directors by Indian Institute of Corporate Affairs, Manesar ("IICA"). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose.

14. DIRECTORS AND KEY MANEGERIAL PERSONNEL: Changes in the composition of Board of Directors -

During the year, office of one of the

- Mr. Arun Krishankumar Jindal, Non-Executive Director, (DIN- 00121523), was vacated under proviso to Section 167(1) (a) of Companies Act, 2013. His DIN was de-activated by the Ministry of Corporate Affairs (MCA) pursuant to the default in respect of a company, which was already under the process of striking off. The DIN was restored at a later date.

Mr. Arun Jindal being eligible to be appointed as Director was appointed as Additional Director of the Company with effect from February 11, 2020.

The details of Directors as on March 31, 2020 are as follows:

Sr. No. Name Designation Category
1 Mr. Arun Jindal Additional Director Non-Executive, Non Independent
2 Mr. Nitin Rajore Director Executive
3 Mr. R. T. Goel Director Non-Executive, Independent
4 Ms. Sudha Santhanam Director Non-Executive, Independent

The details of Key Managerial Personnel as on March

31, 2020 are as follows:

Sr. No. Name Designation
1 Mr. Nitin Rajore Whole Time Director
2 Mr. Shubham Jindal Chief Financial Officer
3 Ms. Shruti Patil Company Secretary

15. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary, joint venture and associate company during the year under review.

16. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the guidance note issued by SEBI on January 05, 2017, a formal evaluation of the performance committees:the Audit of the Board, its Committees, the Chairman and the individual Directors was carried out for financial year 2019-20. Led by the Nomination & Remuneration Committee, the evaluation was carried out using individual questionnaires covering amongst others, composition of Board, conduct as per Company values & beliefs, contribution towards development of strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership etc.

Manner in which the evaluation has been carried out and matters incidental thereto, have been detailed in the Report on Corporate Governance, which forms part of this report.

17. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:

The Company has adopted the Guidelines on Board Effectiveness ("Governance Guidelines" or "guidelines") which inter-alia cover the criteria for determining qualifications, attributes and independence of a Director. The details of the Policy are stated in the Corporate Governance Report.

18. of the Company RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/ transactions entered by the Company during the Current financial year 2019-20 with related parties were on an arms length basis and were in the ordinary course of business. Such transactions form part of the notes to the financial statements provided in this Annual Report. The information for related party transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed as ‘Annexure A to this Report. There has been change to the policy of Related Party Transaction during the financial year ended March 31, 2020. The revised policy on Related Party Transaction as approved by the Board has been displayed on the Companys website at https://rkforge.in/wp-content/uploads/2020/07/Related-Party-Transactions.pdf

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND: a. The sum of Rs. 12,38,700/- being the amount of unpaid or unclaimed dividend for a period of seven years was transferred during the financial year 2019-20 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 124 of the Companies Act, 2013. b. During the year under review, the Company has transferred 59,100 shares to the Investor Education and Protection Fund in accordance with the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules).

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the period under review.

21. DEPOSITS:

The Company has not accepted deposits under Chapter V of the Companies Act, 2013 during the year under review. No amount on account of principal or interest on deposit from public was outstanding as on March 31, 2020.

22. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business by virtue of internal audit of the Company. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Board also take quarterly review of internal audit functioning and accounting systems, in order to take suitable corrective actions in case of any deviations. During the year, such controls were tested and no material weakness in their design of operations were observed.

23. CORPORATE GOVERNANCE CERTIFICATE:

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Corporate Governance along with the Compliance certificate from the Secretarial Auditor forms part of this Report.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated February 08, 2019 all listed entities shall, additionally, on annual basis, submit a report to the stock exchange(s) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder within 60 days of end of financial year. Such report shall be submitted by Company Secretary in practice to the Company in the prescribed format.

The Company has received such report from Ms. Swati Bapat, Partner - M/s. MSN & Associates, Company Secretaries, Pune for the financial year ended March 31, 2020 and it has been submitted to the stock exchange within the stipulated time as per SEBI Relaxation.

25. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT 9 is annexed as an ‘Annexure B to this Report.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material change and/or commitment affecting the financial position of your Company has occurred between April 1, 2020 and the date of signing of this Report.

27. AUDITORS: a. Statutory Auditors

M/s. Gokhale Tanksale & Ghatpande, Chartered Accountants, Pune (Firm Registration No. 103277W) was appointed as the Statutory Auditors of the Company to hold office for a period of 5 consecutive years from the conclusion of 27th Annual General Meeting of the Company held on September 27, 2017 till the conclusion of the conclusion of 32nd Annual General Meeting of the Company to be held in financial year 2022-23.

Vide notification dated May 07, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each Annual General Meeting has been done away with. Accordingly, the shareholders at their 28th Annual General Meeting had given their consent to continue the appointment of M/s. Gokhale, Tanksale & Ghatpande, Chartered Accountants (Firm Registration No. 103277W) as Statutory Auditors of the Company for the remaining of term without any further ratification by the members in terms of the provisions of the Companies Act, 2013. The Statutory Auditors Report for the financial year 2019-20 on the financial statement of the Company forms part of this Annual Report.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit report on the financial statements for the year ended March 31, 2020. The observations of the Statutory Auditors in their Report are self-explanatory and therefore Directors dont have any further comments to offer on the same.

b. Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Nishad Umranikar, Practicing Company Secretary (CP No. 13967) for conducting the Secretarial Audit of the Company for the financial year

2019-20.

The Report of the Secretarial Audit is annexed herewith as an ‘Annexure C to this Report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their audit report for the year ended March 31, 2020.

Pursuant to recent amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular No. LIST/ COMP/14/2018 dated June 20, 2018, a certificate from Mr. Nishad Umranikar, Company Secretary in practice that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI

/ Ministry of Corporate Affairs or any such statutory authority is annexed to Corporate Governance Report. c. Cost records and / or Cost Audit

In terms of provisions of Section 148 of the Companies Act, 2013 read with Rule 3 of Companies (Cost Record and Audit) Rules, 2014, the Company is required to maintain the cost records and as such the same are maintained for the financial year 2019-20.

d. Internal Auditors

The Company had appointed M/s. S A N N & Co., Chartered Accountants, as Internal Auditor of the Company for the financial year 2019-20. The scope and authority of the Internal Auditor is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

28. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has 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 or employees.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

31. RISK MANAGEMENT:

The details of Risk Assessment framework are set out in the Corporate Governance Report forming part of the Boards Report.

32. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION), RULES, 2014:

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration), Rules, 2014 in respect of employees of the Company and

Directors is attached as an ‘Annexure D.

33. PERSONNEL:

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided herein, since there are no employee who have received remuneration in excess of the limits prescribed therein.

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

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

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

36. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment at work place, in line of the provisions of the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to employees at the work place and to prevent and redress complaints of sexual harassment and for matters connected and incidental thereto, with an objective of providing a safe working environment where employees feel secure. The company has not received any complaints during the financial year 2019-20.

37. DIRECTORS" RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the

Companies Act, 2013 with respect to Directors Responsibility Statement, your directors confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that we 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 loss of the Company for that period;

iii. that we 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;

iv. that we had prepared the annual accounts on going concern basis;

v. and that we had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively;

vi. that we had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

38. ACKNOWLEDGEMENT:

Your Directors place on record, their sincere appreciation and gratitude for all the co-operation extended by Government Agencies, Bankers, Business Associates and investors and all other stakeholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels and for their valuable contribution in the working and growth of the Company.

For and on behalf of the Board of Directors RAJKUMAR FORGE LIMITED

Arun Jindal Nitin Rajore
Director Whole Time Director
DIN : 00121523 DIN : 01802633

Place : Pune

Date : August 08, 2020

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis:

There are no related party contracts, arrangements or transactions of the nature mentioned in sub-section (1) of Section 188 of the Companies Act, 2013 which are not at arms length.

2. Details of material contracts or arrangement or transactions at arms length basis:

SR. NO PARTICULARS DETAILS
1 Name of the related party Western India Forging Private Limited including Kran Rader (A division of Western India Forging Private Limited) Orient Precision Engineering Private Limited
2 Nature of relationship Holding Company Company significantly influenced by Key Management Personnel or their relatives
3 Nature of contract/ arrangement/transaction a. Sale / purchases of forgings, payment of Labour charges. Sale / purchases of forgings, payment of Labour charges.
b. Payment of rent.
c. Payment of Commission on sales.
4 Duration of contract/ arrangement/ transaction a. As per the purchase order. b. On-going basis, as per the Agreement, tenure commencing from January 01, 2019. As per the purchase order.
c. As per the terms, the Agreement is valid for a period of 3 years commencing from June 01, 2019.
5 Salient terms of the contract or arrangement or transaction a. Payment conditions, terms of delivery, applicability of taxes shall be as per the purchase order. Payment conditions, terms of delivery, applicability of taxes shall be as per the purchase order.
b. Terms as per the Agreement dated January 01, 2019 executed between the parties.
c. Terms as per the Selling Agent Agreement dated June 01, 2019 executed between the parties. Estimated annual value of Rs. 2 crore as approved by the Board.
Estimated annual value of Rs. 35 crore as approved by the Board.
6 Date of approval by the 25.05.2019 25.05.2019
Board, if any
7 Amount paid as advances, if any NIL NIL
For and on behalf of the Board of Directors
RAJKUMAR FORGE LIMITED
Arun Jindal Nitin Rajore
Director Whole Time Director
DIN : 00121523 DIN : 01802633

Place : Pune

Date : August 08, 2020

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

For the financial year ended on March 31, 2020

[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014] I. REGISTRATION & OTHER DETAILS:

1. CIN L28910PN1990PLC056985
2. Registration Date June 22, 1990
3. Name of the Company Rajkumar Forge Limited
4. Category/Sub-category of the Company Company Limited by Shares
5. Address of the Registered office & contact details Office No. 511 to 513, Global Square, S. No. 247, 14B,
Yerawada, Pune - 411 006
Telephone No. - 8956616160
Email : secretarial@rkforge.in
Website : https://rkforge.in/
6. Whether listed company Yes
7. Name, Address & contact details of the Registrar & Link Intime India Pvt. Ltd.
Transfer Agent, if any. Block 202 Akshay Complex, Near Ganesh Temple,
Off. Dhole Patil Road, Pune - 411001
Phone: (020) 26160084, (020) 26161629
Email: pune@linkintime.co.in
Website: www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Forging, pressing, stamping and roll-forming of metal; 2591 100%
powder metallurgy

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-

No. Subsidiary/ Associate Shares Held Section
1 Western India Forgings Private Limited U28910PN1981PTC024155 Holding Company 65.82% Section
Registered Office : Gat No. 163, Off Nagar 2(46)
Road, Sanaswadi, Tal-Shirur, Pune - 412 208

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A) Category-wise Share Holding as on March 31, 2020

Sr. No. Category of Shareholders

No. of Shares held at the beginning of the year [As on March 31, 2019]

No. of Shares held at the end of the year [As on March 31, 2020]

% Change
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares during the year
A. Shareholding of Promoter and Promoter Group
(1) Indian
a) Individual / Hindu Undivided 725151 0 725151 6.63 725151 0 725151 6.63 0.00
Family
b) Central Government / State 0 0 0 0.00 0 0 0 0.00 0.00
Government(s)
c) Bodies Corporate 7200618 0 7200618 65.82 7200618 0 7200618 65.82 0.00
d) Banks / Financial Institutions 0 0 0 0.00 0 0 0 0.00 0.00
e) Any other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A)(1):- 7925769 0 7925769 72.45 7925769 0 7925769 72.45 0.00
a) Individuals (Non-Resident 0 0 0 0 0 0 0 0 0.00
Individuals / Foreign Individuals)
b) Government 0 0 0 0 0 0 0 0 0.00
c) Institutions 0 0 0 0 0 0 0 0 0.00
d) Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0.00
e) Others (specify) 0 0 0 0 0 0 0 0 0.00
Sub-total (A)(2):- 0 0 0 0 0 0 0 0 0.00
Total shareholding of 7925769 0 7925769 72.45 7925769 0 7925769 72.45 0.00
Promoter (A) = (A)(1) + (A)(2)
B. Public Shareholding
(1) Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
c) Alternate Investment Funds 0 0 0 0.00 0 0 0 0.00 0.00
d) Foreign Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00
Investors
e) Foreign Portfolio Investors 0 0 0 0.00 0 0 0 0.00 0.00
f) Banks / Financial Institutions 0 100 100 0.00 0 100 100 0.00 0.00
g) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
h) Provident Funds/ Pension Funds 0 0 0 0.00 0 0 0 0.00 0.00
i) Any Other (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B)(1):- 0 100 100 0.00 0 100 100 0.00 0.00
(2) Central Government/ State Government(s)/ President of India
Central Government / State 0 0 0 0.00 0 0 0 0.00 0.00
Government(s)
Sub-total (B)(2):- 0 0 0 0.00 0 0 0 0.00 0.00
(3) Non-Institutions
a) Individuals
i) Individual shareholders holding nominal share capital up to Rs.2 lakh 901432 979500 1880932 17.19 931531 868800 1800331 16.46 0.73
ii) Individual shareholders holding nominal share capital in excess of Rs.2 lakh 290141 94100 384241 3.51 291081 94100 385181 3.52 (0.01)
b) NBFCs registered with RBI 0 0 0 0.00 0 0 0 0.00 0.00
c) Employee Trusts 0 0 0 0.00 0 0 0 0.00 0.00
d) Overseas Depositories (holding 0 0 0 0.00 0 0 0 0.00 0.00
DRs) (balancing figure)
e) Others (specify)
Hindu Undivided Family 29275 0 29275 0.27 40393 0 40393 0.37 (0.10)
Non-Resident Indians 3668 0 3668 0.03 3768 0 3768 0.03 0.00
Bodies Corporate 123655 6600 130255 1.19 138092 6600 144692 1.32 (0.13)
Foreign Nationals 0 0 0 0.00 0 0 0 0.00 0.00
Clearing Members 2759 0 2759 0.03 1065 0 1065 0.01 0.02
Investor Education and 582401 0 582401 5.32 638101 0 638101 5.83 (0.51)
Protection Fund Authority
Sub-total (B)(3):- 1933331 1080200 3013531 27.55 2044031 969500 3013531 27.55 0.00
Total Public Shareholding 1933331 1080300 3013631 27.55 2044031 969600 3013631 27.55 0.00
(B) = (B)(1) + (B)(2) + (B)(3)
C. Non Promoter - Non Public
(1) Custodian/DR Holder 0 0 0 0.00 0 0 0 0.00 0.00
(2) Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 9859100 1080300 10939400 100 9969800 969600 10939400 100 0.00

B) Shareholding of Promoter

Shareholding at the beginning of the year [As on March 31, 2019]

Shareholding at the end of the year [As on March 31, 2020]

Sr. No. Shareholders Name 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 in share- holding during the year
1 Western India Forgings Private Limited 7200618 65.82 0.00 7200618 65.82 0.00 0.00
2 Arun Krishankumar Jindal 700000 6.40 0.00 725000 6.63 0.00 0.23
3 Krishankumar Brijlal Jindal 25000 0.23 0.00 0 0 0.00 (0.23)
4 Shruti Arun Jindal 51 0.00 0.00 51 0.00 0.00 0.00
5 Shubham Arun Jindal 100 0.00 0.00 100 0.00 0.00 0.00
TOTAL 7925769 72.45 0.00 7925769 72.45 0.00 (0.00)

C) Change in Promoters Shareholding

Sr. No. Name

Shareholding at the beginning of the year

Dates Increase / Decrease in shareholding Reason

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Western India Forgings Private Limited 7200618 65.82 No change 7200618 65.82
2 Krishankumar Brijlal Jindal 25000 0.23 17.03.2020 (25000) Transmission 0 0.00
31.03.2020
3 Arun Krishankumar Jindal 700000 6.40 17.03.2020 25000 Transmission 725000 6.63
31.03.2020
4 Shubham Arun Jindal 100 0.00 No change 100 0.00
5 Shruti Arun Jindal 51 0.00 No change 51 0.00

D) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. No. Name

Shareholding at the beginning of the year

Dates Increase / Decrease in shareholding Reason

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Investor Education and 582401 5.32 11.10.2019 (100) Transfer 582301 5.32
Protection Fund Authority 18.10.2019 (100) Transfer 582201 5.32
25.10.2019 58700 Transfer 640901 5.86
01.11.2019 400 Transfer 641301 5.86
24.01.2020 (3200) Transfer 638101 5.83
31.03.2020 638101 5.83
2 Nitin Shyam Rajore 75500 0.69 No Change 75500 0.69
3 Aparna Samir Thakker 60000 0.55 30.08.2019 (30500) Sale 29500 0.27
06.09.2019 30000 Purchase 59500 0.54
31.03.2020 59500 0.54
4 Tradelink Exim India Private 49456 0.45 20.09.2019 764 Purchase 50220 0.46
Limited 31.03.2020 50220 0.46
5 Shadakshari S 50000 0.46 No Change 50000 0.46
6 Rajiv Mehta 30000 0.27 No Change 30000 0.27
7 Vivek Ramvilas Agarwal 28307 0.26 16.08.2019 (5) Sale 28302 0.26
31.03.2020 28302 0.26
8 Patodia Forgings And Gears Limited 27608 0.25 No Change 27608 0.25
9 Xtended Business 12000 0.11 21.02.2020 3357 Purchase 15357 0.14
Reporting Limited 28.02.2020 12065 Purchase 27422 0.25
31.03.2020 27422 0.25
10 Mahendra Girdharilal 26418 0.24 No Change 26418 0.24
11 Sushila Siyamani Chowbey 27455 0.25 07.06.2019 399 Purchase 27854 0.25
30.08.2019 899 Purchase 28753 0.26
13.09.2019 47 Purchase 28800 0.26
04.10.2019 100 Purchase 28900 0.26
31.03.2020 28900 0.26
12 Sharekhan Limited 29032 0.27 05.04.2019 (2) Sale 29030 0.27
24.05.2019 70 Purchase 29100 0.27
31.05.2019 77 Purchase 29177 0.27
07.06.2019 (147) Sale 29030 0.27
02.08.2019 (10) Sale 29020 0.27
23.08.2019 5 Purchase 29025 0.27
30.08.2019 (5) Sale 29020 0.27
04.10.2019 100 Purchase 29120 0.27
11.10.2019 (26155) Sale 2965 0.03
08.11.2019 100 Purchase 3065 0.03
15.11.2019 (100) Sale 2965 0.03
20.12.2019 300 Purchase 3265 0.03
27.12.2019 (298) Sale 2967 0.03
31.12.2019 (967) Sale 2000 0.02
17.01.2020 100 Purchase 2100 0.02
24.01.2020 (100) Sale 2000 0.02
14.02.2020 100 Purchase 2100 0.02
21.02.2020 (100) Sale 2000 0.02
28.02.2020 857 Purchase 2857 0.03
06.03.2020 196 Purchase 3053 0.03
31.03.2020 3053 0.03

E) Shareholding of Directors and Key Managerial Personnel:

Sr. No. Name

Shareholding at the beginning of the year

Dates Increase / Decrease in shareholding Reason

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1 Arun Krishankumar Jindal 700000 6.40 17.03.2020 25000 Transmission 725000 6.63
31.03.2020 725000 6.63
2 Nitin Shyam Rajore 75500 0.69 - - - 75500 0.69
3 Ratanlal Tikaram Goel 0 0.00 - - - 0 0.00
4 Sudha Santhanam 0 0.00 - - - 0 0.00
5 Shubham Arun Jindal 100 0.00 - - - 100 0.00
6 Shruti Patil 0 0.00 05.09.2019 1 Purchase 1 0.00
31.03.2020 1 0.00

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

(Rs. in Lakhs)
Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 458.11 - - 458.11
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 458.11 - - 458.11
Change in Indebtedness during the financial year
* Addition 141.79 - - 141.79
* Reduction 146.96 - - 146.96
Net Change 5.17 - - 5.17
Indebtedness at the end of the financial year
i) Principal Amount 452.94 - - 452.94
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 452.94 - - 452.94

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration Name of MD/WTD/ Manager Mr. Nitin Rajore Total Amount
1 Gross salary 37.63 37.63
(a) Salary as per provisions contained in section 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-taxAct, 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
- as % of profit
- others, specify…
5 Others, please specify
Drivers Salary 2.17 2.17
Total (A) 39.80 39.80
Ceiling as per the Act

10% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013.

*Managerial Remuneration excludes post-employment benefit of gratuity.

B. Remuneration to other directors:

Sr. No. Particulars of Remuneration

Name of Directors

Total Amount
R. T. Goel Sudha Santhanam
1 Independent Directors
Fee for attending board and committee meetings 2.70 2.70 5.40
Commission - - -
Others, please specify - -
Total (1) 2.70 2.70 5.40
2 Other Non-Executive Directors

Arun Jindal

Fee for attending board and committee meetings 2.70 2.70
Commission -
Others, please specify -
Total (2) 2.70 2.70
Total (B)=(1+2) 8.10
Total Managerial Remuneration 8.10
Overall Ceiling as per the Act

1% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013.

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

Sr. No. Particulars of Remuneration

Key Managerial Personnel

Total
Shubham Jindal (Chief Financial Officer) Shruti Patil (Company Secretary)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) 6.60 6.05 12.65
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 6.60 6.05 12.65