Standard Industries Ltd Directors Report.

To

The Members,

Standard Industries Limited.

Your Directors hereby present the 123rd Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2020.

 

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

Current year 01.04.2019 to 31.03.2020

Previous year 01.04.2018 to 31.03.2019

(Rs. in lakhs)

(Rs. in lakhs)

Gross Operating Profit before Depreciation and tax (4005.38)

(2289.30)

Less: Depreciation 286.82

113.31

Profit before Taxes (4292.20)

(2402.61)

Current Tax __

__

Excess provision of Tax written back (200.33)

__

Profit after Taxes (4091.87)

(2402.61)

Remeasurements of the defined benefit Plan (2.26)

(7.53)

Balance brought forward from previous year (1407.55)

1778.13

Less :Interim Dividend on Equity Shares

482.47

Less :Corporate Tax on Dividend

99.19

Final Dividend on Equity Shares

160.82

Corporate Tax on Final Dividend

33.06

Sub-total

775.54

(1407.55)

1002.59

Retained Earnings (5501.68)

(1407.55)

 

The Company has drawn up its Accounts under IND AS.

 

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS: TRADING DIVISION

For the Financial Year April 2019 to March 2020 under review, the Company has achieved a Textile Trading turnover of

Rs. 1655.69 lakhs in comparison with Rs. 1258.19 lakhs for the previous Financial Year. Thus achieving an increase of 32%.

During the last three years, the Company is achieving turnover growth.

The main season of our business is during March/April to September/October months. Unfortunately, this time we have lost our prime season of sales from March, 2020 onwards for almost 4 months due to the COVID-19 pandemic situation all over the world. Although, we are hopeful of regaining lost ground in coming months, it has adversely affected the market conditions /sentiments of the customers.

 

PROPERTY DIVISION (REAL ESTATE ACTIVITIES)

The Property Division of the Company comprises of assets which are in excess of business needs, which the Company would liquidate based on market conditions.

Your Company enjoys the benefit of leasehold rights from MIDC in approximately 62.25 acres comprising of Plot No. IV situated at Trans-Thane Creek Industrial Area in the Villages of Ghansoli & Savali, Dist. Thane, with clear title. The Real estate segment which was already reeling under the impact of the economic slowdown and thereby weak sales prospect, was severely impacted due to COVID-19 impact.

 

PRE-COVID

In the 3rd quarter of calendar year 2019, the countrys economic growth declined to less than 5%. The economy bottomed out. It was expected that in the 4th quarter of calendar year 2019, i.e. October, 2019 to December, 2019, the economy would pick up to 5%. However, the economy has remained stagnant.

The current slowdown is due to various factors viz., after effects of demonetization, Covid-19 outbreak, consumer demand slump, real estate slowdown, lesser jobs and lower investments.

 

CONSOLIDATED ACCOUNTS

ESTIMATION OF UNCERTAINTIES RELATING TO THE GLOBAL HEALTH PANDEMIC FROM COVID-19:

The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of receivables, unbilled revenues and investment in subsidiaries. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as on the date of this Report, has used internal and external sources of information including credit reports, related information and economic forecasts. The impact of COVID-19 on the Companys financial statements may differ from that estimated as at the date of approval of the financial statements.

The Consolidated Financial Statements of your Company for the financial year 2019-20, are prepared as per Indian Accounting Standards ("IND AS") and in compliance with applicable provisions of the Companies Act, 2013 ("the Act"), read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The consolidated financial statements have been prepared on the basis of audited financial statements of your Company and its subsidiaries, as approved by the respective Board of Directors.

 

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

 

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2020, is Rs. 32,16,44,705/- comprising 6,43,28,941 Shares of

Rs. 5/- each.

During the financial year under review, the Company has not issued any class of securities including shares with differential voting rights, sweat Equity Shares and has not granted any stock options.

The Company has not bought back any of its securities during the financial year under review.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

 

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

The Company is not engaged in manufacturing activities during the financial year under review. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology. The Company is, however, constantly pursuing technological upgradation in a cost-effective manner for delivering quality customer service.

The Company has no foreign exchange earnings and outgoings during the financial year under review.

 

PUBLIC DEPOSITS

There are no outstanding public deposits remaining unpaid as on 31st March, 2020. The Company has not accepted any public deposits under Chapter V of the Act and rules made thereunder.

However, the Company has taken loans from Financial Institutions which are exempt from the definition of ‘deposit under the Companies (Acceptance of Deposits) Rules, 2014. The details of such loans are given in Note no. 21 to the standalone financial statements.

 

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) and 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors of your Company hereby state and confirm that :

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

 

DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Associate or Joint Venture Company. However, your Company has following Subsidiaries:

1. Standard Salt Works Limited

2. Mafatlal Enterprises Limited

 

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable to the Company.

 

DONATIONS

During the Financial Year, the Company has donated a sum of Rs. 25,61,000 to various Charitable and Educational Institutions.

 

DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Directors

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Act, Smt. Divya P. Mafatlal is due to retire by rotation at the ensuing AGM and being eligible offers herself for reappointment.

 

B. Changes in Directors and Key Managerial Personnel

Shri M.L.Apte tendered his resignation as Independent Director of the Company with effect from 11th September, 2019. The Board has placed on record their sense of appreciation of the valuable services rendered by Shri M. L. Apte during his association with the Company. Your Directors with deep regret would like to inform you about the sad demise of Shri M. L. Apte on 23rd September, 2019. He was an Industrialist having wide and varied experience of more than 60 years in the areas of Textile, Chemicals, Chocolate Manufacturing and other businesses. He was associated with the Company as a Director for over 34 years during which period the Company has immensely benefitted through his guidance. The Chairman and the Board of Directors record their profound sorrow and grief on the sad demise of Shri M. L. Apte.

The Board of Directors at their meeting held on 29th November, 2019, have appointed Ms. Aziza A. Khatri, Additional Non-Executive Director as Independent Director of the Company in terms of Section 149, 161 and other applicable provisions of the Act subject to approval of the Members at the ensuing Annual General Meeting ("AGM") Your Directors are seeking appointment of Ms. Aziza A. Khatri as Independent Director for 2 consecutive years with effect from 29th November, 2019, at the ensuing Annual General Meeting. Details of the proposal for appointment of Ms. Aziza A. Khatri are mentioned in the Explanatory Statement attached to the Notice of the 123rd Annual General Meeting. Shri D. H. Parekh was appointed as an Executive Director for a period 3 (three) years commencing from 2nd August, 2017 and his tenure would expire on 1st August 2020. Based on the recommendation of the Nomination and Remuneration Committee, the Board has re-appointed Shri D. H. Parekh as Executive Director for a term of 3 (three) years with effect from 2nd August 2020 to 1st August 2023, subject to approval of Members at the ensuing AGM. The terms and conditions of his re-appointment are mentioned in the Explanatory Statement under Section 102(1) of the Act.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Act.

 

C. Declarations by Independent Directors and re-appointment:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that Ms. Aziza A. Khatri appointed during the year is a person of integrity and has expertise and experience as required for Independent Director.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Act.

 

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 5 Board Meetings were held, the details of which are given in the Corporate Governance Report. The gap between the consecutive meetings were within the period prescribed under Section 173 of the Act and Regulation 17(2) of SEBI Listing Regulations.

 

AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors of the Company comprises 3 Independent Non-Executive Directors in addition to the Executive Director (Whole-time Director):

Shri K. J. Pardiwalla — Chairman
Shri D. H. Parekh — Member
Shri Shobhan Diwanji — Member
Ms. Aziza A. Khatri
(w.e.f. 29th November 2019) — Member

 

Shri M. L. Apte resigned as an Independent Director and member of Audit Committee of the Company with effect from 11th September, 2019.

 

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Shri K. J. Pardiwalla, Chairman, Shri Shobhan Diwanji, Smt. Divya P. Mafatlal and Ms. Aziza A. Khatri, Members. The Committee has laid down the Companys Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters.

Pursuant to Section 134(3)(e) and Section 178 of the Act, the Companys Policy on Directors appointment & remuneration is uploaded on the website of the Company at the link www.standardindustries.co/pdf/ Nomination&RemunerationPolicy.pdf

 

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

 

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

 

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companys internal control procedures are adequate to ensure compliance with various policies, practices and statutes in keeping with the Organizations pace of growth and increasing complexity of the operations. The Company maintains a system of internal controls designed to provide reasonable assurance regarding the following:

• Effectiveness and efficiency of operations

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting records

• Timely preparation of reliable financial information.

Key controls have been tested during the year and corrective and preventive actions are taken for any weakness. Internal Audit System is engaged in evaluation of internal control systems. Internal Audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

 

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards ("IND AS") pursuant to Ministry of Corporate Affairs Notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

 

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective Reports. The observations made by the Statutory Auditors read with the relevant notes on accounts is self-explanatory.

 

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys subsidiaries (in Form AOC – 1) is annexed to the Financial Statements of the Company.

 

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Form MGT-9 in Annexure A of this Report. In compliance with Section 134(3)(a) of the Act, MGT-9 has been uploaded on the website of the Company at the link http://www.standardindustries.co/ pdf/MGT-9ExtractofAnnualReturn2019-20.pdf

 

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of the Company, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its statutory committee viz. Audit Committee, Stakeholders Relationship Committee,

Nomination and Remuneration Committee and that of the individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters and familiarization programmes attended by Independent Directors are put up on the website of the Company at the link http://www.standardindustries.co/pdf/ FamiliarizationProgrammeforIndependentDirectors.pdf

 

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Audit Committee of the Board of Directors of the Company or any member of such Audit Committee. It aims to provide a platform for the Whistle Blower to raise concerns on serious matters regarding ethical values, probity and integrity or any violation of the Companys Code, including the operations of the Company. The said Code has been displayed on the Companys website www.standardindustries.co There have been no cases of frauds which required the Statutory Auditors to report to the Audit Committee/ Board during the financial year under review.

 

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

There have been no complaints received during the financial year.

 

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formed a CSR Committee and has uploaded the CSR Policy on the Companys website at link www.standardindustries.co/pdf/ PolicyOnCorporateSocialResponsibility.pdf During the year under review, the CSR provisions as prescribed under the Act are not applicable to the Company, hence Company is not required to contribute towards CSR.

 

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes to the Financial Statements.

 

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Act, are disclosed in Form No. AOC -2 (Please refer Annexure B to the Directors Report). The Company has framed a Policy on Related Party Transactions. The web link where Policy on dealing with Related Party transactions is disclosed is www.standardindustries.co/pdf/ PolicyOnRelatedPartyTransactions.pdf

 

PARTICULARS OF EMPLOYEES

The information as per Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure C. However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees remuneration particulars as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

 

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with Regulation 24A of the SEBI Listing Regulations, the Company has appointed M/s. Nishant Jawasa & Associates, to undertake the Secretarial Audit of the Company. Pursuant to Regulation 24A of the SEBI Listing Regulations M\s. Kaushik M. Jhaveri & Co, Practicing Company Secretaries has been appointed by the Board of Standard Salt Works Limited the ‘material unlisted subsidiary to undertake the Secretarial Audit of Standard Salt Works Limited. Reports of the Secretarial Auditor for the Company and Standard Salt Works Limited is annexed herewith as Annexure D1 and D2 respectively. The Secretarial Audit Reports do not contain any qualification, reservation, adverse remark or disclaimer.

 

RISK MANAGEMENT POLICY

During the Financial Year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures. Business risk evaluation and management is an ongoing process with the Company.

 

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to this Report.

 

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) read with Schedule V of SEBI Listing Regulations, is enclosed as Annexure to this Report.

 

INSURANCE

All the properties/assets including buildings, furniture/ fixtures, etc. and insurable interests of the Company are adequately insured.

 

AUDITORS

M/s. Arunkumar K. Shah & Co., (Firm Registration No. 126935W), Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company at the 121st AGM of the Company held on 20th August, 2018 for a period of five (5) consecutive years till 126th AGM of the Company.

Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on 20th August, 2018. Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment) Act, 2017 effective from 7th May, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn. Hence, the Resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

For and on behalf of the Board PRADEEP R. MAFATLAL

 

Chairman

Mumbai

Dated : 30th June, 2020.

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

As on financial year ended 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 L17110MH1892PLC000089
ii. Registration Date 25th January, 1892
iii. Name of the Company STANDARD INDUSTRIES LIMITED
iv. Category/Sub-Category of the Company Public Company Limited by Shares/Non-Government
Company
v. Address of the Registered Office and contact details Plot no. 4, TTC Industrial Area, Thane Belapur Road,
PO Millenium Business Park,
Navi Mumbai – 400 710
Tel. : 91 22 6139 1210, 6139 1213
E-Mail : standardgrievances@rediffmail.com
vi. Whether listed Company Yes
vii. Name, Address and Contact details of Registrar and Transfer Agent, if any. M/s. Kfin Technologies Private Limited, (Formerly known as Karvy Fintech Private Limited)
Selenium Tower B, Plot 31-32,
Gachibowli, Financial District,
Nanakramguda, Hyderabad,
Telangana – 500 032.
Tel. No. +91 40 6716 2222
Fax No. +91 40 2342 0814
Toll Free No. 18003454001
Email : einward.ris@kfintech.com

 

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. Polyester cotton grey fabrics 46411 98.75%

 

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable section
1. Standard Salt Works Ltd. U24110GJ1979PLC003315 Subsidiary 100% Sec 2(87)
912 Alishan Awaas,
Diwali Baugh,
Athwa Lines
Nanpura, Surat 395 001.
Gujarat.
2. Mafatlal Enterprises Limited U24242MH1995PLC089649 Subsidiary 100% Sec 2(87)
59, The Arcade, 1st Floor,
World Trade Centre,
Cuffe Parade, Colaba,
Mumbai - 400 005.
Maharashtra.

 

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

Category of Shareholders

No. of Shares held at the beginning of the year (1.04.2019)

No. of Shares held at the end of the year (31.03.2020)

% Change during
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares the year
(A) Promoters
(1) Indian
(a) Individuals/H.U.F 0 0 0 0 0 0 0 0 0
(b) Central Government 0 0 0 0 0 0 0 0 0
(c) State Government(s) 0 0 0 0 0 0 0 0 0
(d) Bodies Corporate 12948487 0 12948487 20.13 12948487 0 12948487 20.13 0
(e) Banks/Financial Institutions 0 0 0 0 0 0 0 0 0
(f) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (A)(1) 12948487 0 12948487 20.13 12948487 0 12948487 20.13 0
(2) Foreign
(a) Non Resident Individuals 13555 0 13555 0.02 13555 0 13555 0.02 0
(b) Other-Individuals 0 0 0 0 0 0 0 0 0
(c) Bodies Corporate 0 0 0 0 0 0 0 0 0
(d) Banks/Financial Institutions 0 0 0 0 0 0 0 0 0
(e) Any Other 0 0 0 0 0 0 0 0 0
Sub-Total (A)(2) 13555 0 13555 0.02 13555 0 13555 0.02 0
Total shareholding
of Promoters (A)=(A)(1)+(A)(2) 12962042 0 12962042 20.15 12962042 0 12962042 20.15 0
(B) Public Shareholding
(1) Institutions
(a) Mutual Fund 3892 62567 66459 0.10 3892 62567 66459 0.10 0
(b) Banks/Financial Institutions 25888 16267 42155 0.07 25888 16267 42155 0.07 0
(c) Central Government 0 0 0 0 0 0 0 0 0
(d) State Government(s) 0 0 0 0 0 0 0 0 0
(e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
(f) Insurance Companies 3079434 560 3079994 4.79 3079434 560 3079994 4.79 0
(g) Foreign Institutional Investors 0 0 0 0 0 0 0 0 0
(h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
(i) Others 0 0 0 0 0 0 0 0 0
Sub-Total (B)(1) 3109214 79394 3188608 4.96 3109214 79394 3188608 4.96 0
(2) Non Institutions
(a) Bodies Corporate
i) Indian 44382494 24849 4407343 6.85 2790107 23386 2813493 4.37 -2.47
ii) Overseas 0 25000000 25000000 38.86 0 25000000 25000000 38.86 0
(b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakh 9723331 1467190 11190521 17.40 9488188 1375316 10863504 16.89 -0.51
ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh 6525692 0 6525692 10.14 8424411 0 8424411 13.10 2.95
(c) Others (specify)
Trust 150759 9810 160569 0.25 150759 9810 160569 0.25 0.00
Non resident individuals 425860 9721 435581 0.68 404826 9200 414026 0.64 -0.04
Foreign Nationals 75 0 75 0.00 0 0 0 0.00 0
IEPF 444981 0 444981 0.69 501766 0 501766 0.78 0.09
Clearing Members 13529 0 13529 0.02 522 0 522 0.00 -0.02
Sub-Total (B)(2) 21666721 26511570 48178291 74.89 21760579 26417712 48178291 74.89 0.00
Total Public Shareholding
(B)=(B)(1)+(B)(2) 24775935 26590964 51366899 79.85 24869793 26497106 51366899 79.85 0.00
(C) Shares held by Custodians for GDRs & ADRs 0 0 0 0 0 0 0 0 0
GRAND TOTAL (A)+(B)+(C) 37737977 26590964 64328941 100 37831835 26497106 64328941 100 0.00

 

(ii) Shareholding of Promoters

No.

the year (1.04.2019)

the year (31.03.2020)

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 shareholding during the year
1. Stanrose Mafatlal Investments & Finance Limited 12404487 19.28 0 12404487 19.28 0 0
2. Shanudeep Private Limited 500000 0.78 0 500000 0.78 0 0
3. Shri Pradeep Rasesh
Mafatlal 13555 0.02 0 13555 0.02 0 0
4. Sheiladeep Investments
Private Limited 11000 0.02 0 11000 0.02 0 0
5. Vinadeep Investments
Private Limited 11000 0.02 0 11000 0.02 0 0
6. Gagalbhai Investments
Private Limited 11000 0.02 0 11000 0.02 0 0
7. Pradeep Investments
Private Limited 11000 0.02 0 11000 0.02 0 0
TOTAL 12962042 20.15 0 12962042 20.15 0 0

 

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

Sr. No. Names Shareholding at the beginning of the year (01.04.2019) Remarks

Shareholding at the end of the year (31.03.2020)

No. of % of total shares shares of the Company No. of shares % of total shares of the Company
NO CHANGE

 

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

Sr. No. Name of Top 10 Shareholders

Shareholding at the beginning of the year (01.04.2019)

Increase/ Decrease in share- holding Remarks

Shareholding at the end of the year (31.03.2020)

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Satin Limited 25000000 38.86 25000000 38.86
2. Life Insurance Corporation of India 1311631 2.04 1311631 2.04
3. International Financial Service Limited 1241279 1.93 1241279 Sale 0 0
4. Dhiren Mahendra Shah 0 0 1171150 Purchase 1171150 1.82
5. The Oriental Insurance Company Limited 1113472 1.73 1113472 1.73
6. Tushad K. Cooper 671559 1.04 15055 Sale 656504 1.02
7. G. Shankar 542152 0.84 2655 Purchase 544807 0.85
8. The New India Assurance Company Limited 529316 0.82 529316 0.82
9. Investor Education and Protection Fund
Authority 444981 0.69 56785 Transfer 501766 0.78
10. JM Financial Services Limited 432882 0.67 432882 Sale 0 0
11. Atrun Fiscal Private Limited 0 0.00 419382 Purchase 419382 0.65
12. Trishakti Power Holdings Private Limited 300000 0.47 300000 0.47
13. Sejal Dhiren Shah 253586 0.39 673089 Purchase 926675 1.44

 

(v) Shareholding of Directors and Key Managerial Personnel

Sr. No. Names

Shareholding at the beginning of the year (01.04.2019)

Increase/ Decrease in share- holding Remarks

Shareholding at the end of the year (31.03.2020)

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. Shri Pradeep R. Mafatlal 13555 0.02 13555 0.02
2. Shri M. L. Apte (upto 11.09.2019) 1735 0.00 1735 Sale 0 0.00
3. Shri K. J. Pardiwalla
4. Smt. Divya P. Mafatlal
5. Shri D. H. Parekh * 0.00
6. Shri Shobhan Diwanji
7. Ms. Aziza A. Khatri (w.e.f 29.11.2019)
8. Smt. T. B. Panthaki 3325 0.01 3325 0.01
9. Shri J. R. Shah 300 0.00 300 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 14340.73 14340.73
(ii) Interest due but not paid
(iii) Interest accrued but not due 256.09 256.09
Total (i+ii+iii) 14596.82 14596.82
Change in Indebtedness during the financial year
• Addition
• Reduction 3071.81 3071.81
Net Change 3071.81 3071.81
Indebtedness at the end of the financial year
(i) Principal Amount 11150.19 11150.19
(ii) Interest due but not paid 54.57 54.57
(iii) Interest accrued but not due 320.25 320.25
Total (i+ii+iii) 11525.01 11525.01

 

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 WTD Shri. D. H. Parekh
(Amount in Rs.)
1. Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income tax
Act, 1961 28,10,493
(b) Value of perquisites u/s. 17(2) of the Income tax Act, 1961 4,37,400
(c) Personal Accident and Medical Insurance Premium 1,14,970
Subtotal (a+b+c) 33,62,863
(d) Profits in lieu of salary u/s. 17(3) of the Income-tax Act 1961
2. Stock Option
3. Sweat Equity
4. Commission
— as % of profit
— others
5. Others (Retrial Benefits)
Contribution to Funds for Retirement Benefits 7,42,000
Total (A) 41,04,863
Ceiling as per Act The remuneration is
as per Schedule V of
the Companies Act,
2013.

 

B. Remuneration to other Directors:

Name of Directors

Sr. No. Particulars of Remuneration Shri M. L. Apte* Shri Shobhan Diwanji Shri K. J. Pardiwalla Ms Aziza A. Khatri# Total Amount
1. Independent Directors
• Fee for attending board committee meetings 1,00,000 2,60,000 3,40,000 80,000 7,80,000
• Commission
• Others, please specify
Total (1) 1,00,000 2,60,000 3,40,000 80,000 7,80,000
Shri Pradeep Smt. Divya
R. Mafatlal P. Mafatlal
2. Other Non-Executive
Directors
• Fee for attending board committee meetings 1,40,000 1,20,000 2,60,000
• Commission
• Others, please specify
Total (2) 1,40,000 1,20,000 2,60,000
Total (B)=(1+2) 10,40,000
Total Managerial 10,40,000
Remuneration
Overall ceiling as per the Not
Act Applicable

 

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

(in Rs.)
Sr. No. Particulars of Remuneration

Key Managerial Personnel

Smt T. B. Panthaki Vice President (Legal) & Company Secretary Shri J. R. Shah Chief Financial Officer Total Amount
1. Gross salary
(a) Salary as per provisions contained in
Section 17(1) of the Income-tax Act, 1961 11,48,000 9,36,300 20,84,300
(b) Value of perquisites u/s 17(2) of the
Income-tax Act, 1961 32,400

32,400
(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
5. Others
Total (A) 11,80,400 9,36,300 21,16,700
Ceiling as per Act

 

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of penalty/ punishment/ compounding fees imposed Authority [RD/NCLT/ Court] Appeal made, if any
A. Company
Penalty
Punishment NONE
Compounding
B. Directors
Penalty
Punishment NONE
Compounding
C. Other Officers in Default
Penalty
Punishment NONE
Compounding

 

ANNEXURE B TO THE DIRECTORS REPORT

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: N. A.

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

(a) Name(s) of the related party and nature of relationship Shanudeep Private Limited is the promoter of the Company. It holds 0.78% shares in the Company. The Chairman of the Company is also the shareholder and Chairman of Shanudeep Private Limited. His wife Smt. Divya P. Mafatlal, Director of the Company is also a Director of Shanudeep Private Limited. His mother, Smt. Pravina R. Mafatlal is also a Director and shareholder of Shanudeep Private Limited.
(b) Nature of contracts/arrangements/ transactions (i) Use of office premises on Leave and License
(c) Duration of the contracts/ arrangements/ transactions (ii) Availing facilities and amenities Use of office premises on Leave and License:
(i) From 19th August, 2016 to 18th August, 2019
(ii) From 19th August, 2019 to 18th August, 2022 Availing facilities and amenities:
(i) From 21st August, 2016 to 20th August, 2019
(ii) From 21st August, 2019 to 20th August, 2022
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: (i) Use of office premises admeasuring 4500 sq. ft. at 1st Floor and 4500 sq. ft. at 3rd Floor of Vijyalaxmi Mafatlal
Centre, 57-A, Dr. G. Desmukh Marg, Mumbai 400026 on leave and license basis at license fees of Rs. 8,10,000/- p.m. excluding applicable taxes, levies and sharing of common expenses.
(ii) Availing Facilities and Services at the aforesaid premises by paying Rs. 10,89,000/- p.m. as service charges excluding applicable taxes, levies and sharing of common expenses.
(e) Date(s) of approval by the Board, if any: Use of office premises on Leave and License:
(i) 27th April, 2016 and 30th May, 2019 Availing facilities and amenities:
(ii) 27th April, 2016 and 30th May, 2019
(f) Amount paid as advances, if any: Nil

 

DETAILS FOR BOARD REPORT

Information required under Section 197 of the Companies Act, 2013, read with Companies ("Appointment and Remuneration of Management Personnel) Rules, 2014.

A. Ratio of remuneration of each Director to the Median remuneration of all the employees of your Company for the financial year 2019-2020 is as follows:

Name of the Director Ratio of remuneration of Director to the median remuneration
D. H. Parekh 3.92

 

Notes:

1. The information provided above is on standalone basis.

2. The aforesaid ratio is calculated on the basis of remuneration including Retiral Benefits for the financial year 2019-2020.

3. The Company does not pay any remuneration to its Non-Executive Directors apart from sitting fees for the Board Meetings and Committee Meetings attended by them during the Financial Year. Therefore, the above disclosure is not required for Non-Executive Directors.

 

B. Details of percentage increase in the remuneration of each Director and CFO & Company Secretary in the financial year 2019-2020.

Name Designation Increase %
D.H. Parekh Executive Director (-) 2.57
Tanaz B. Panthaki VP (Legal) & Company Secretary 3.12
Jayantkumar R. Shah Chief Financial Officer 14.14 *

 

* On account of perquisite not availed during the previous year which was availed during current year. Notes:

1) Remuneration to Director is within the over all limits approved by the Shareholders.

2) The Company does not pay any remuneration to its Non-Executive Directors apart from sitting fees for the Board Meetings and Committee Meetings attended by them during the Financial Year. Therefore, the above disclosure is not required for Non-Executive Directors

 

C. Percentage increase in the median remuneration of all employees in the financial year 2019-2020

Particulars Increase %
Median Remuneration of all employees per annum * 17.15

 

* including Retiral Benefits.

 

D. Number of permanent employees on the rolls of the Company as on 31st March, 2020

Particulars Number of employees
Executive/Manager Cadre 12
Staff

Total 12

 

E. Comparison of average % increase in salary of employees other than key managerial personnel and the percentage increase in the key managerial remuneration

Particulars Increase %
Average salary of all employees 15.31
Key Managerial Personnel:
Salary of Executive Director (-) 2.57
Salary of CS & CFO 7.70 *

 

*On account of perquisites not availed during the previous year which was availed during the year.

 

F. It is affirmed that the remuneration paid is as per the Nomination and Remuneration policy of the Company. G. It is hereby confirmed that there are no employees in the Company who draw remuneration in excess of Rule 5 (2) of the Companies (Appointment & Remuneration of Management Personnel) Rules 2014.