Veer Energy & Infrastructure Ltd Directors Report.

To The Members,

The Board hereby presents the 40th Annual Report along with Audited Statements of Accounts for the Financial Year ended March 31, 2020.

FINANCIAL SUMMARY

Amount In Lakhs

Particulars 2019-20 2018-19
Income:
Revenue from operations 609.72 1660.78
Other Income 174.36 108.31
Total Revenue (I) 784.08 1769.09
Expenses:
Cost of Goods Sold 342.98 1100.54
Employee benefit expense 61.40 59.08
Other expenses 160.10 324.57
Total (II) 564.48 1484.19
Earning/(loss) before interest, tax, depreciation and amortization (EBITDA) (I) - (II) 219.60 284.90
Depreciation and amortization expense 98.80 106.70
Finance cost 3.02 18.81
Profit for the year 117.78 159.39
Exceptional items 94.63 0.00
Profit before tax 23.15 159.39
Current tax 20.36 36.00
Deferred tax (29.76) 13.35
Profit after tax 32.55 110.04
Net Worth 6247.32 6213.74

DIVIDEND

In view of further expansion, directors do not recommend any dividend on equity shares for the year ended on 31st March, 2020.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for Financial year 2019-2020, after all appropriation and adjustments was Rs. 32.55 Lakhs.

OPERATIONS

The main operations of the Company is to create infrastructure development facilities for the installation of Wind Turbine Generator. As one of the pioneer in the field of renewable energy, Company is very well positioned to take advantage of ever increasing demand for the renewable energy resources. In view of this development, your Directors are hopeful to achieve better results in the coming years.

CORPORATE GOVERNANCE

As per SEBI Listing Regulations, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report.

PERFORMANCE

The turnover of the Company for the year under review is Rs. 609.72 Lakhs as against Rs. 1660.78 Lakhs in the previous year. Your Directors are hopeful to improve & increase the growth rate in turnover and profitability in current year.

Net Profit before tax for the year under review is Rs. 23.15 Lakhs as against Rs. 159.39 Lakhs in the previous year. Net Profit after tax is at Rs. 32.55 Lakhs as against Rs. 110.04 Lakhs in the previous year.

FUTURE PROSPECTS

The Indian renewable energy sector has shown impressive growth in the past few years and investments into the sector have increased significantly. The Indian power sector has immense opportunities in power generation, distribution, transmission and equipment.

Wind Energy is where India competes globally in manufacturing and deployment in the present scenario. Wind has emerged as the most promising renewable energy source in India. Our Policy framework in wind energy generation is extremely investor-friendly and an attractive tariff and regulatory regime provide a strong foundation for the growth of the sector.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there has been no change in the management of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the Listing Agreement.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of its compliance committees. The manner in which the evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report.

The following policies of the Company are annexed to this report:

1) Policy for selection of Directors and determining Directors independence (Annexure I); and 2) Remuneration Policy for Directors, Key Managerial Personnel and other employees (Annexure II).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

No company has become or ceased to be a subsidiary, joint venture or associate during the financial year 2019-20.

DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that:

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

b) They 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 March 31, 2020 and of the Profit and Loss of the Company for the year ended on that date;

c) They 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) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Directors draw attention of the members to note no. 39 to the financial statement which sets out related party disclosures.

AUDITORS & AUDITORS REPORT

Board of Directors have appointed M/s. M. H. Dalal & Associates, Chartered Accountants in the Annual General Meeting held on September 29, 2017 for a period of five years to hold office till the conclusion of the 42nd Annual General Meeting of the Company. They have confirmed their eligibility and they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s. Nidhi Shah & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES

Audit Committee

The Audit Committee comprises of three Independent Directors namely Mr. Chetan H. Mehta (Chairman), Mr. Mitesh J. Kuvadia (Member) and Mrs. Falguni M. Shah (Member). All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, comprises of senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

Meetings of the Board

Four meetings of the Board of Directors were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided are provided in the notes to the Financial Statements.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

Energy conservation is an area of priority and the Company has made all efforts to ensure continuous monitoring and improvement in energy consumption in all its offices.

(B) Technology absorption:

Being in the business of providing clean energy, the Company is constantly looking at innovation and technology absorption to increase production efficiency in its business.

(C) Foreign Exchange Earnings and Outgo:

During the current period, there was no Foreign Exchange Earning. Also, the Company has not incurred any expenditure towards Foreign Exchange during this period.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith marked as Annexure IV to this Report.

Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith marked as Annexure V to this Report.

No disclosure or reporting is required in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as there are no employees drawing remuneration in excess of the limits set out in the said rules.

Corporate Social Responsibility

The Company is not required to constitute Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act, 2013.

Material changes and commitments affecting financial position between the end of the financial year and date of the report There has been no material changes and commitment 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.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

By Order of the Board of Directors
For Veer Energy & Infrastructure Limited
Sd/- Sd/-
Yogesh M. Shah Prakash C. Shah
Chairman & Managing Director Director

Place: Mumbai

Date: 2nd September, 2020

ANNEXURE I

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE

Qualifications and criteria

The Nomination and Remuneration Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Companys operations.

In evaluating the suitability of individual Board members, the Nomination and Remuneration Committee may take into account factors, such as general understanding of the Companys business dynamics, social perspective, educational and professional background, personal and professional ethics, integrity and values, willingness to devote sufficient time in carrying out their duties and responsibilities effectively.

The proposed appointee shall also fulfill the following requirements:

Shall possess a Director Identification Number;

Shall not be disqualified under the Companies Act, 2013;

Shall give his written consent to act as a Director;

Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made; Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013,

Listing Agreement and other relevant laws.

The Committee shall evaluate each individual with the objective of having a group that best enables the success of the Companys business.

Criteria of Independence

The Nomination and Remuneration Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director and the criteria of independence shall be same as laid down in Companies Act, 2013 and the Listing Agreement. The Independent Directors shall abide by the “Code for Independent Directors” as specified in Schedule IV to the Companies Act, 2013.

Other directorships / committee memberships

The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The Nomination and Remuneration Committee shall take into account the nature of, and the time involved in Directors service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

ANNEXURE II

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND

OTHER EMPLOYEES

The Company has formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

1. Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

2. Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

3. Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

Remuneration to Executive Directors and Key Managerial Personnel

The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

The Board, on the recommendation of the Nomination and Remuneration Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company. The remuneration structure to the Executive Directors and Key Managerial Personnel shall include Basic Pay, Perquisites and Allowances and Annual Performance Bonus.

Remuneration to Non-Executive Directors

The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by the shareholders.

Non-Executive Directors shall be entitled to conveyance/sitting fees for attending the meetings of the Board and the Committees thereof.

Remuneration to other employees

Employees remuneration shall be based on their individual qualifications and work experience, competencies as well as their roles and responsibilities in the organization, job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

Secretarial Audit Report for the financial year ended on March 31, 2020

[Pursuant to Section 204(1) of the Companies Act, 2013 and the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

Veer Energy & Infrastructure Limited Mumbai

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Veer Energy & Infrastructure Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the management and considering the relaxation granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2020 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2020 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there-under;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the Rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent applicable;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act) to the extent applicable to the Company;

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client; VI. Other law applicable specifically to the Company, as detailed below;

1. Foreign Exchange Management Act, 1999

2. Environment (Protection) Act, 1986

3. Air (Prevention and Control of Pollution), Act, 1974

4. Gujarat Electricity Regulatory Commission (Power Procurement from Renewable Sources) Regulations, 2005 (15 of 2005).

We have also examined compliance with the applicable clauses of the following;

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(iii) The listing agreement entered into by the Company with Stock Exchanges in India.

We report that, during the financial year under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines as mentioned above. We further report that, there was no action/event in pursuance of;

a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

b) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

c) The Securities and Exchange Board of India (Issue of Debt Securities) Regulations, 2008;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999.

We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company and test verification on random basis carried out for compliances under other applicable Acts, Laws and Regulations to the Company

The compliance by the Company of the applicable direct tax laws, indirect tax laws and other financial laws has not been reviewed in this Audit, since the same have been subject to review by the other designated professionals and being relied on the reports given by such designated professionals.

We further report that, based on the information provided and representation made by the Company and also on the review of compliance reports of the respective department/unit heads/Company Secretary/CFO/CEO taken on record by the Board of Directors of the Company, in our opinion adequate system and process exits in the company commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable general laws like labour laws, competition law and environmental laws.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

As per the minutes of the meeting duly recorded and signed by the Chairman, majority decision carried through while the dissenting members views are captured and recorded as part of the minutes.

We further report that,

There were no specific events/actions in pursuance of any of the above referred laws, rules, regulations, guidelines etc., having a major bearing on the Company affairs.

Sd/-
Place: Mumbai Nidhi Shah
Date: July 30, 2020 ACS No. 45720, CP No. 16854

Note: This report is to be read with our letter of even date which is annexed as “Annexure A” and forms and integral part of this report.

“Annexure A”

To,

The Members

Veer Energy & Infrastructure Limited Mumbai

Our Secretarial Audit Report of even date is to be read along with this letter;

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion;

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company;

4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulation and happening of events;

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Sd/-
Place: Mumbai Nidhi Shah
Date: July 30, 2020 ACS No. 45720, CP No. 16854

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 & Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

1. CIN L65990MH1980PLC023334
2. Registration Date 24/10/1980
3. Name of the Company Veer Energy & Infrastructure Limited
4. Category of the Company / Sub-category of the Company Company Limited by Shares Indian Non-Government Company
5. Address of the Registered office & contact details 629-A, Gazdar House, 1st Floor, J.S.S. Marg, Near Kalbadevi Post Office, Mumbai 400002.
Tel No.: 022-22072641 Fax: 022-22072644
6. Whether listed company Yes
7. Name, Address & contact details of the Sharex Dynamic (India) Pvt. Ltd.
Registrar & Transfer Agent, if any. C 101, 247 Park, LBS Marg, Vikhroli West,
Mumbai 400083.
Tel No.: 022-28515644/5606 Fax: 022-28512885

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 Windmill Infrastructure Developer 432- Electrical, plumbing and other construction installation activities 100.00 %

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
- - - - - -

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (As on 01-04-2019)

No. of Shares held at the end of the year (As on 31-03-2020)

% of Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 3313752 0 3313752 28.79 3525756 0 3525756 30.63 1.84
b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A) (1):- 3313752 0 3313752 28.79 3525756 0 3525756 30.63 1.84
(2) Foreign
a) NRIs - Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other - Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks / FI 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) (2):- 0 0 0 0.00 0 0 0 0.00 0.00
Total shareholding of Promoter (A) = (A)(1) + (A)(2) 3313752 0 3313752 28.79 3525756 0 3525756 30.63 1.84
B. Public
Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital
Funds 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Cos 0 0 0 0.00 0 0 0 0.00 0.00
Category of Shareholders No. of Shares held at the beginning of the year (As on 01-04-2019)

No. of Shares held at the end of the year (As on 31-03-2020)

% of Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
g) FIIs 685888 0 685888 5.96 685888 0 685888 5.96 0.00
h) Foreign Venture
Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B)(1):- 685888 0 685888 5.96 685888 0 685888 5.96 0.00
2. Non-Institutions
a) Bodies Corp.
i) Indian 219032 0 219032 1.90 230982 0 230982 2.01 0.11
ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 4203536 20 4203556 36.52 3879338 20 3879358 33.70 -2.82
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 2448748 0 2448748 21.27 2806672 0 2806672 24.38 3.11
c) Others (specify)
i) Clearing Member 178348 0 178348 1.55 16644 0 16644 0.15 -1.40
ii) OCB 0 0 0 0.00 0 0 0 0.00 0.00
iii) Non Resident
Indians 440626 0 440626 3.83 344648 0 344648 2.99 -0.84
iv) Trusts 20000 0 20000 0.17 20002 0 20002 0.17 0.00
Sub-total (B)(2):- 7510290 20 7510310 65.25 7298286 20 7298306 63.41 -1.84
Total Public
Shareholding (B) =
(B)(1)+ (B)(2) 8196178 20 8196198 71.21 7984174 20 7984194 69.37 -1.84
C. Shares held by
Custodian for GDRs
& ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total
(A+B+C) 11509930 20 11509950 100.00 11509930 20 11509950 100.00 0.00

ii) Shareholding of Promoters

Sr. No. Shareholders Name

Shareholding at the beginning of the year (As on 01-04-2019)

Shareholding at the end of the year (As on 31-03-2020)

% change in shareholding during 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
1 Yogesh Mahasuklal Shah 2621565 22.78 1.83 2621565 22.78 0.00 0.00
2 Shruti Yogesh Shah 217890 1.89 0.00 270229 2.35 0.00 0.46
3 Krupa Yogesh Shah 200000 1.74 0.00 240234 2.09 0.00 0.35
4 Ruchi Yogesh Shah 120912 1.05 0.00 218090 1.89 0.00 0.84
5 Mahasuklal Shah HUF 60314 0.52 0.00 69148 0.60 0.00 0.08
6 Yogesh Shah HUF 37292 0.33 0.00 53711 0.47 0.00 0.14
7 Jayant Seventilal Shah Dharnendra 16848 0.15 0.00 16848 0.15 0.00 0.00
8 Bipinchandra Shah HUF 10529 0.09 0.00 10529 0.09 0.00 0.00
9 Jigar Jayant Shah 4570 0.04 0.00 4570 0.04 0.00 0.00
10 Vivek Dhimant Shah 4266 0.04 0.00 4266 0.04 0.00 0.00
11 Jayantilal V. Shah 3985 0.03 0.00 0 0.00 0.00 -0.03
12 Ramila Jayantilal Shah 3000 0.03 0.00 3985 0.03 0.00 0.00
13 Ashish Jayant Shah 3900 0.03 0.00 3900 0.03 0.00 0.00
14 Dharnendra B. Shah 3781 0.03 0.00 3781 0.03 0.00 0.00
15 Neeta Jayant Shah 3400 0.03 0.00 3400 0.03 0.00 0.00
Dhimant Jayantilal Shah
16 HUF 1500 0.01 0.00 1500 0.01 0.00 0.00
Total 3313752 28.79 1.83 3525756 30.63 0.00 1.84

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

Sr. No. Particulars

Shareholding at the beginning of the year (As on 01-04-2019)

Cumulative Shareholding during the year (01-04-2019 to 31-03-2020)

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 At the beginning of the year 3313752 28.79 * *
2 Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): * 212004 1.84 * *
3 At the end of the year 3525756 30.63 * *

* Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease Cumulative Shareholding

Sr. No. Name

Shareholding

Date Increase/ Decrease in shareholding Reason

Cumulative Shareholding during the year (01-04-2019 to 31-03- 2020)

No. of Shares at the beginning (01-04-2019/ end of the year (31-03-2020) % of total Shares of the company No. of Shares % of total Shares of the company
1 Shruti Yogesh Shah 217890 1.89 01-04-2019
29-06-2019 29975 Buy 247865 2.15
12-07-2019 22358 Buy 270223 2.35
19-07-2019 1 Buy 270224 2.35
20-09-2019 5 Buy 270229 2.35
270229 2.35 31-03-2020
2 Krupa Yogesh Shah 200000 1.74 01-04-2019
29-06-2019 35234 Buy 235234 2.04
05-07-2019 5000 Buy 240234 2.09
240234 2.09 31-03-2020
3 Ruchi Yogesh Shah 120912 1.05 01-04-2019
29-06-2019 28216 Buy 149128 1.30
05-07-2019 4974 Buy 154102 1.34
12-07-2019 11988 Buy 166090 1.44
30-08-2019 9018 Buy 175108 1.52
06-09-2019 5982 Buy 181090 1.57
06-03-2020 9000 Buy 190090 1.65
13-03-2020 6065 Buy 196155 1.70
20-03-2020 1935 Buy 198090 1.72
27-03-2020 20000 Buy 218090 1.89
218090 1.89 31-03-2020
4 Mahasuklal Shah HUF 60314 0.52 01-04-2019
06-09-2019 3119 Buy 63433 0.55
20-09-2019 5715 Buy 69148 0.60
69148 0.60 31-03-2020
5 Yogesh Shah HUF 37292 0.32 01-04-2019
20-09-2019 100 Buy 37392 0.32
27-09-2019 3341 Buy 40733 0.35
30-09-2019 9692 Buy 50425 0.44
29-11-2019 500 Buy 50925 0.44
06-12-2019 2000 Buy 52925 0.46
13-12-2019 786 Buy 53711 0.47
53711 0.47 31-03-2020
6 Ramila Jayantilal Shah 3000 0.03 01-04-2019
01-11-2019 985 Buy 3985 0.03
3985 0.03 31-03-2020
7 Jayantilal V. Shah 3985 0.03 01-04-2019
31-10-2019 -3985 Sell 0 0.00
0 0.00 31-03-2020

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

Sr. No. Particulars

Shareholding at the beginning of the year (As on 01-04-2019)

Cumulative Shareholding during the year (01-04-2019 to 31-03-2020)

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year * * * *
Date wise Increase / Decrease in top ten Shareholders during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): * * * *
At the end of the year * * * *

* Date wise Increase / Decrease in top ten Shareholders during the year specifying the reasons for increase / decrease Cumulative Shareholding

Sr. No. Name

Shareholding

Date Increase/ Decrease in shareholding Reason

Cumulative Shareholding during the year (01-04-2019 to 31-03-2020)

No. of Shares at the beginning (01-04-2019/ end of the year (31-03-2020) % of total Shares of the company No. of Shares % of total Shares of the company
1 Raisonneur Capital Ltd 523577 4.55 01-04-2019 No Change
523577 4.55 31-03-2020
2 Smita Suhagbhai Maniar 57248 0.50 01-04-2019
31-05-2019 8827 Buy 66075 0.57
07-06-2019 17627 Buy 83702 0.73
12-07-2019 18403 Buy 102105 0.89
19-07-2019 17053 Buy 119158 1.04
26-07-2019 11227 Buy 130385 1.13
02-08-2019 34918 Buy 165303 1.44
09-08-2019 26875 Buy 192178 1.67
23-08-2019 5463 Buy 197641 1.72
30-08-2019 10079 Buy 207720 1.81
06-09-2019 586 Buy 208306 1.81
01-11-2019 9000 Buy 217306 1.89
08-11-2019 10000 Buy 227306 1.98
15-11-2019 15500 Buy 242806 2.11
22-11-2019 30196 Buy 273002 2.37
03-01-2020 12971 Buy 285973 2.49
10-01-2020 6879 Buy 292852 2.54
17-01-2020 1000 Buy 293852 2.55
20-03-2020 17786 Buy 311638 2.71
27-03-2020 6671 Buy 318309 2.77
318309 2.77 31-03-2020
3 Grishma Devendra Shah 250000 2.17 01-04-2019 No Change
250000 2.17 31-03-2020
4 Sneha Chandresh Sanghvi 250000 2.17 01-04-2019 No Change
250000 2.17 31-03-2020
5 Rishabh Fintrade Limited 90000 0.78 01-04-2019
07-06-2019 16625 Buy 106625 0.93
26-07-2019 211 Buy 106836 0.93
04-10-2019 12357 Buy 119193 1.04
11-10-2019 12849 Buy 132042 1.15
18-10-2019 21327 Buy 153369 1.33
25-10-2019 16000 Buy 169369 1.47
08-11-2019 4500 Buy 173869 1.51
15-11-2019 1500 Buy 175369 1.52
175369 1.52 31-03-2020
6 Avnish Kumar 117940 1.02 01-04-2019
17-05-2019 150 Buy 118090 1.03
31-05-2019 550 Buy 118640 1.03
13-12-2019 125 Buy 118765 1.03
20-03-2020 1980 Buy 120745 1.05
120745 1.05 31-03-2020
7 Davos International Fund 100000 0.87 01-04-2019 No Change
100000 0.87 31-03-2020
8 P N Chandrashekar 82500 0.72 01-04-2019
06-09-2019 7831 Buy 90331 0.78
13-09-2019 251 Buy 90582 0.79
90582 0.79 31-03-2020
9 Arun Kumar Goenka 77033 0.67 01-04-2019 No Change
77033 0.67 31-03-2020
10 Sadvi P C 68717 0.60 01-04-2019
04-10-2019 17 Buy 68734 0.60
11-10-2019 5697 Buy 74431 0.65
18-10-2019 750 Buy 75181 0.65
75181 0.65 31-03-2020
11 Jainam Share Consultants Pvt. Ltd 69694 0.61 01-04-2019
05-04-2019 -50 Sell 69644 0.61
12-04-2019 -25 Sell 69619 0.60
03-05-2019 20 Buy 69639 0.61
31-05-2019 -1250 Sell 68389 0.59
07-06-2019 300 Buy 68689 0.60
14-06-2019 -200 Sell 68489 0.60
21-06-2019 -150 Sell 68339 0.59
29-06-2019 -1270 Sell 67069 0.58
16-08-2019 -500 Sell 66569 0.58
23-08-2019 1100 Buy 67669 0.59
30-08-2019 -1050 Sell 66619 0.58
06-09-2019 -200 Sell 66419 0.58
20-09-2019 -25 Sell 66394 0.58
27-09-2019 -65972 Sell 422 0.00
30-09-2019 -1 Sell 421 0.00
08-11-2019 -390 Sell 31 0.00
13-12-2019 -30 Sell 1 0.00
24-01-2020 15 Buy 16 0.00
31-01-2020 -15 Sell 1 0.00
1 0.00 31-03-2020
12 Kamlesh Sevaram Panjabi 133000 1.16 01-04-2019
12-04-2019 -19922 Sell 113078 0.98
19-04-2019 -8066 Sell 105012 0.91
24-05-2019 -10021 Sell 94991 0.83
31-05-2019 -35121 Sell 59870 0.52
07-06-2019 -19097 Sell 40773 0.35
14-06-2019 -27715 Sell 13058 0.11
21-06-2019 -13058 Sell 0 0.00
0 0.00 31-03-2020

v) Shareholding of Directors and Key Managerial Personnel:

Sr. No. Name

Shareholding

Date Increase/ Decrease in shareholding Reason

Cumulative Shareholding during the year (01-04-2019 to 31-03-2020)

No. of Shares at the beginning (01-04-2019/ end of the year (31-03-2020) % of total Shares of the company No. of Shares % of total Shares of the company
1 Yogesh M. Shah Managing Director 2621565 22.78 01-04-2019 No Change
2621565 22.78 31-03-2020
2 Prakash C. Shah Non- Executive Director 0 0.00 01-04-2019 No Change
0 0.00 31-03-2020
3 Nilay P. Shah Non- Executive Director 0 0.00 01-04-2019 No Change
0 0.00 31-03-2020
4 Jospeh J. Tauro Non-Executive Director 0 0.00 01-04-2019 No Change
0 0.00 31-03-2020
5 Chetan H. Mehta Non-Executive Director 0 0.00 01-04-2019 No Change
0 0.00 31-03-2020
Mitesh J. Kuvadia
Non-Executive
6 Director 0 0.00 01-04-2019 No Change
0 0.00 31-03-2020
7 Falguni M. Shah Non-Executive Director 0 0.00 01-04-2019 No Change
0 0.00 31-03-2020
8 Jigar J. Shah Chief Financial Officer 4570 0.04 01-04-2019 No Change
4570 0.04 31-03-2020
9 Nipa N. Thakker Company Secretary 0 0.00 01-04-2019 No Change
0 0.00 31-03-2020

V. INDEBTEDNESS

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

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 22.41 - - 22.41
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 22.41 - - 22.41
Change in Indebtedness during the financial year
* Addition - - - -
* Reduction 22.41 - - 22.41
Net Change (22.41) - - (22.41)
Indebtedness at the end of the financial year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -

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 Yogesh M. Shah Managing Director Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 10,50,000 10,50,000
(b) Value of perquisites u/s 17(2) Income- tax Act, 1961 - -
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission
- as % of profit - -
- others, specify… - -
5 Others, please specify - -
Total (A) 10,50,000 10,50,000
Ceiling as per the Act

Rs. 84 Lakhs as provided in Section II, Part II of Schedule V of the Companies Act, 2013 and as amended vide MCA Notification No. S.O.

B. Remuneration to other directors:

Sr. No. Particulars of Remuneration

Name of Directors

Total
Joseph J. Tauro Chetan H. Mehta Mitesh J. Kuvadia Falguni M. Shah Amount
1 Independent Directors
Fee for attending board / committee meetings - - - - -
Commission - - - - -
Others - Conveyance 2,000 4,000 2,000 2,000 10,000
Total (1) 2,000 4,000 2,000 2,000 10,000
2 Other Non-Executive Directors
Fee for attending board / committee meetings - - - - -
Commission - - - - -
Others, please specify - - - - -
Total (2) - - - - -
Total (B) = (1+2) 2,000 4,000 2,000 2,000 10,000
Total Managerial Remuneration (A)+ (B) 10,60,000
Overall Ceiling as per the Act

Rs. 84 Lakhs as provided in Section II, Part II of Schedule V of the Companies Act, 2013 and as amended vide MCA Notification No. S.O. 2922(E) dated 12th September, 2016.

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

Sr. No. Particulars of Remuneration

Key Managerial Personnel

CEO Nipa N. Thakker Company Secretary Jigar J. Shah CFO Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 3,25,000 8,45,000 11,70,000
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Not Applicable - - -
(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 3,25,000 8,45,000 11,70,000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Details of Penalty Description / Punishment/ Authority [RD / NCLT/ Appeal made, if any (give
Compounding fees imposed COURT] Details)
A. COMPANY NIL
Penalty
Punishment
Compounding
B. DIRECTORS NIL
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT NIL
Penalty
Punishment
Compounding

ANNEXURE V

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2019-20 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20 are as under:

Sr. No Name of Director/KMP and Designation Remuneration of Director/KMP for Financial Year 2019-20 % increase in Remuneration in the Financial Year 2019-20 Ratio of Remuneration of each Director/to median remuneration of employees
1 Yogesh M. Shah Managing Director 10,50,000 (41.67%) 3.50
2 Prakash C. Shah Non-Executive Director Nil Nil Nil
3 Nilay P. Shah Non-Executive Director Nil Nil Nil
4 Joseph J. Tauro Non-Executive Director Nil Nil Nil
5 Chetan H. Mehta Non-Executive Director Nil Nil Nil
6 Mitesh J. Kuvadia Non-Executive Director Nil Nil Nil
7 Falguni M. Shah Non-Executive Director Nil Nil Nil
Jigar J. Shah
8 Chief Financial Officer 8,45,000 8.33% Not Applicable
9 Nipa N. Thakker Company Secretary 3,25,000 8.70% Not Applicable

ii) The median remuneration of employees of the Company during the financial year 2019-20 was Rs. 2,99,650.

iii) In the financial year, there was an increase of 10.00% in the median remuneration of employees.

iv) There were 8 permanent employees on the rolls of Company as on 31st March, 2020.

v) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year 2019-20 was 3.90% whereas the average percentage decrease in the managerial remuneration for the same financial year was 22.89%.

vi) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

vii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.