Dear Shareholders,
Your Directors have pleasure in presenting the Twenty Ninth Annual Report together with
the Audited Financial Statements for the Financial Year ended 31st March, 2020.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March, 2020
is summarized below: (Rs. in lakhs)
|
2019-20 |
2018-19 |
| Sales Revenue |
46,008.71 |
46,190.11 |
| Other Income |
54.83 |
50.44 |
| Total Revenue |
46,063.54 |
46,240.55 |
| Earnings Before Insurance Claim, Interest, Depreciation & Tax (EBIDT) |
6,033.81 |
5,205.87 |
| Less: Interest and Financing Charges |
2,356.41 |
1,991.66 |
| Less: Depreciation |
2,996.79 |
2,142.86 |
| Add: Insurance Claim received |
(322.15) |
1,486.35 |
| Profit Before Tax |
358.46 |
2,557.70 |
| Less: Tax Expenses |
122.53 |
917.40 |
| Net ProfitAfter Tax |
235.93 |
1,640.30 |
| Attributable to: |
|
|
| Shareholders of the Company |
235.93 |
1,640.30 |
| Non-controlling interest |
- |
- |
| Other Comprehensive Income |
40.40 |
(10.51) |
| Total Comprehensive Income for the year |
276.33 |
1,629.79 |
| Attributable to: |
|
|
| Shareholders of the Company |
276.33 |
1,629.79 |
| Non-controlling interest |
- |
- |
| Opening Balance in Retained Earnings |
11,391.73 |
10,342.83 |
| Amount available for Appropriation |
11,668.06 |
11,972.62 |
| Dividend on Equity Shares |
154.58 |
154.58 |
| Tax on Equity Dividend |
31.78 |
31.77 |
| Transfer to Capital Redemption Reserve |
- |
394.54 |
| Transfer to General Reserve |
- |
- |
| Transfer to Other Reserve |
- |
- |
| Closing Balance in Retained Earnings |
11,481.70 |
11,391.73 |
OVERVIEW OF FINANCIAL PERFORMANCE
During the financial year 2019-20:
Operating revenue decreased to Rs. 46,008.71 lakhs, as against
Rs. 46,190.11 lakhs in the previous year, despite increase in sales volume due to
reduction in polymer prices.
EBIDT increased to Rs. 6,033.81 lakhs as against Rs. 5,205.87 lakhs in the previous
year.
Exceptional item (charge)/ Credit includes one time employee separation cost for
closure of manufacturing facility at Sarigam, loss due to floods at Baddi plant pending
clearance of the insurance claim. (Previous year figure represents balance the year
insurance claim realized for loss due to fire 15-16.)
Profit after tax decreased toRs. 235.93 lakhs from Rs. 1,640.30 lakhs in the previous
year as the balance insurance claim of the Rohtak plant was received in the previous year.
IMPACT OF COVID-19 PANDEMIC
The outbreak of Coronavirus (COVID-19) pandemic caused significant disturbance and
slowdown of economic activity not only in India, but also globally. Measures taken by the
Government to contain the spread of the virus, including travel bans, quarantines, social
distancing norms and closure of non-essential services have caused severe disruptions to
businesses worldwide, resulting in a general economic slowdown. The nationwide lockdown
ordered by the Government has resulted in significant reduction in economic activities
including the business operations of the Company. Some of the Company's units which had to
suspend operations due to Government directives related to COVID 19 have since resumed
operations, taking all due care for the health and safety of its employee and adopting
work from home policy, wherever possible for employees across the locations, as per the
guidelines and norms prescribed by the respective State Governments/local authorities.
Your Company resumed its operations at its plants at various locations, in a phased
manner with limited availability of employees and is in the process of scaling up its
operations and focusing on controlling of costs and managing its resources optimally, to
normalise its operations and its revenues. Based on the current indicators of future
economic conditions, the Company has carried out a comprehensive assessment of the
possible impact on its business operations. The Company expects to recover the carrying
amounts of its assets such as receivables and inventories and meet all its liabilities,
service its obligations, and sustain its operations. The Company is trying to reduce the
fixed overheads to the best possible extent to sail through the difficult times ahead. The
actual impact of the global pandemic, COVID19, may be different from that presently
estimated and would be recognized in the financial statements when material changes to
economic conditions arise.
STATUS OF OPERATIONS AT VIZAG
During the year, the Company successfully completed construction work at Vizag for
setting up a facility for manufacturing rigid plastic containers and has commenced
commercial production in the month of August, 2019. The total capacity of the plant is
3000 MT and the same is being implemented in a phased manner.
CONSOLIDATION OF MANUFACTURING FACILITIES Sarigam
As part of the Company's consolidation initiatives and for rationalisation of the
production facilities and optimisation of cost, the manufacturing facility situated at
Sarigam (Gujarat) was closed with effect from
15th January, 2020. Machineries and equipment of Sarigam plant, were shifted
to the Naroli Plant and a onetime employee separation compensation was paid to the
affected employees as per statute. The closure will help in reducing fixed costs.
FLOODS AT BADDI
The manufacturing operations of the Company's unit situated at
Baddi, Himachal Pradesh which was disrupted due to floods caused by heavy rains in
adjacent areas in the month of August, 2019 has since resumed operations to normalcy in
the month of October, 2019.
The plant is sufficiently insured and the claim process was initiated during the year.
The claim for damage was submitted to the insurance company, however pending assessment
of loss by the surveyor, the insurance claim receivable has not been accounted as income
in accordance, with a proviso to lND AS 37, which requires ‘virtual certainty' for
recognition of the insurance claim receivable. The loss owing to floods on account of
damaged stock and the repair cost incurred net of salvage value realised has been
considered as an exceptional item during the quarter and year ended 31st March,
2020.
REDEMPTION OF PREFERENCE SHARES
Your Company has not redeemed any Preference Shares during the year and the Preference
Share capital stands at Rs. 2,235.72 lakhs as on 31st March, 2020.
DIVIDEND
In view of the ongoing economic condition, the Board of Directors are of the view that
it would be prudent to conserve the financial resources of the Company. Consequently, no
dividend has been recommended by the Board for the financial year 2019-20. However,
dividend on preference shares being cumulative in nature, has been provided for in the
Audited Financial Statement for the year but the same will be paid in later years
depending on surplus fund availability.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to General Reserve.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments affecting the financial position of the
Company, which have occurred between the end of the financial year to which the Financial
Statements relate and date of this report. There were no material changes in the nature of
business of the Company during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations'), a separate section on the
Management Discussion and Analysis giving details of overall industry structure,
developments, performance and state of affairs of Company's business, forms an integral
part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) APPOINTMENTS / RE-APPOINTMENTS OF DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules
made thereunder and pursuant to Article 108 of Articles of Association of the Company, Mr.
Jalaj A. Dani (DIN: 00019080), Non-Executive Director, retires by rotation at the ensuing
Annual General Meeting and being eligible offers himself for re-appointment to the Board.
Ms. Vaishali Sharma, resigned from the office of Independent Directors with effect from
close of business hours on 29th November, 2019, due to her professional
commitments.
Ms. Vaishali Sharma joined the Board in June 2016 and since then had been an integral
part of the Board. She had contributed immensely to the functioning of the Board and the
management had also benefitted from her advice and directions. The Board places on record,
gratitude for her advice and guidance during her tenure.
Upon recommendation of the Nomination and Remuneration Committee, the Board of
Directors at its Meeting held on 25th June, 2019, had appointed Mr. Aditya M.
Sheth as an Additional
(Non-Executive Independent) Director for a period of five years commencing from 25th
June, 2019 and the same was approved by the shareholders as required, at the 28th
Annual General Meeting held on 30th September, 2019.
Upon recommendation of the Nomination and Remuneration Committee, the Directors vide
Circular Resolution appointed Ms. Kalpana V. Merchant as an Additional (Non-Executive
Independent) Director for a period of five years commencing from 27th February,
2020, subject to the approval of the Members at the ensuing Annual General Meeting.
Profile and other information of the aforesaid Directors, as required under Regulation
36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard - 2 forms part of the notice convening the ensuing Annual General
Meeting.
The above proposal for appointment or re-appointment forms part of the Notice of the 29th
Annual General Meeting and the relevant Resolutions are recommended for your approval
therein.
(b) KEY MANAGERIAL PERSONNEL
Mr. Bharat Gosalia, Chief Financial Officer retired after completion of his tenure with
effect from 2nd July, 2019 and Mrs. Avan R. Chaina was designated as Chief
Financial Officer (CFO) with effect from 3rd July, 2019. Upon recommendation of
the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on 5th
February, 2020 approved the extension of term of Mrs. Avan R. Chaina as the CFO of the
Company for a period of 3 years w.e.f. 12th February, 2020 upto 11th
February, 2023.
Presently, Mr. Malav A. Dani (DIN: 01184336), Managing Director, Mr. Mehernosh A. Mehta
(DIN: 00372340), Wholetime Director, Mrs. Avan R. Chaina, Chief Financial Officer and Mrs.
Namita Tiwari, Company Secretary are the Key Managerial Personnel of your Company in
accordance with the provisions of Section 2(51), Section 203 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, from time to time.
(c) DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors on the Board confirming that:
a) They meet the criteria of independence as prescribed under the provisions of the
Act, read with the Schedules and Rules issued thereunder, as well as Regulation 16 of the
Listing Regulations.
b) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, they have registered themselves with the Independent Director's database
maintained by the Indian Institute of Corporate Affairs (IICA), Manesar.
c) In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties.
(d) PERFORMANCE EVALUATION OF BOARD
The Nomination & Remuneration Committee of the Company has formulated process and
parameters for the evaluation of the Directors individually, Committees of the Board and
the Board as a whole. The parameters for performance evaluation inter alia includes
performance of the Board on deciding long term strategies, composition of the Board,
discharging governance duties and handling critical issues and other price sensitive
matters.
Pursuant to the provisions of the Companies Act, 2013 read with Rules issued thereunder
and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors, based on the criteria/parameters formulated by the
Nomination & Remuneration Committee, has evaluated the effectiveness of the Board as a
whole, the various Committees, Directors individually (excluding Director being evaluated)
and the Chairman. The evaluation was carried out based on the ratings of the Directors in
the questionnaires circulated to them.
The statement including the manner in which the evaluation exercise was conducted is
included in the Corporate Governance Report, which forms part of this Annual Report.
COMMITTEES OF BOARD
The Board of Directors has constituted the following Committees and the details
pertaining to such Committees are included in the Corporate Governance Report, which forms
part of this Annual Report.
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Allotment Committee
Risk Management Committee
Executive Committee
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
There were 6 meetings of the Board held during the year. The details of the Meetings of
the Board and the Committees thereof, convened during the financial year 2019-20 are given
in the Corporate Governance Report which forms part of this Annual Report. During the
year, all recommendations made by the Committees were approved by Board.
EXTRACT OF ANNUAL RETURN
Details forming part of the extract of the Annual Return in Form MGT 9 in accordance
with Section 92(3) of the Companies Act, 2013, read with Companies (Management and
Administration) Rules, 2014, are set out herewith as ‘Annexure A' and is also
available on the website of the Company at
https://hitechgroup.com/investor/Display/financialResult .
CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the
Auditors on its compliance, forms an integral part of the Annual Report.
LISTING OF SHARES
The Company's equity shares are actively traded on BSE Limited (BSE) and the National
Stock Exchange of India Limited (NSEIL). Further, the applicable listing fees for the
financial year 2019-20 have been paid to the respective Stock Exchange(s).
AUDITORS AND THEIR REPORT a. Statutory Auditors
The Members of the Company at its 26th Annual General Meeting held on
Wednesday, 2nd August, 2017 appointed M/s. Kalyaniwalla & Mistry LLP,
Chartered Accountants (Firm Reg. No: 104607W/W100166) as Statutory Auditors of the Company
for a term of (5) five years. i.e. till the conclusion of 31st Annual General
Meeting to be held in the year 2022.
M/s. Kalyaniwalla & Mistry LLP have confirmed that they are not disqualified from
continuing as Statutory Auditors of the Company. The Statutory Auditors have issued an
unmodified opinion on the financial statements of the Company for the financial year ended
31st March, 2020.
b. Cost Auditors
As the Companies (Cost Records and Audit) Rules are not applicable to your Company
therefore cost records as specified by the Central Government under sub-section (1) of
Section148 of the Companies Act, 2013, is not required, therefore such accounts and
records are not made and maintained by the Company. Accordingly, the Company has not
appointed any Cost Auditor for the financial year 2019-20.
c. Internal Auditors
M/s. Shashank Patki and Associates, Chartered Accountants, Pune, M/s. J. V. Ramanujam
& Co., Chartered Accountants, Chennai and M/s. Jasuja Kapoor & Associates,
Chartered Accountants, Noida have been re-appointed as the Internal Auditors of the
Company for the financial year 2020-21.
The Audit Committee of the Board and the Statutory Auditors are periodically apprised
of the Internal Audit findings and corrective actions are taken.
d. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the
Company has appointed M/s. Nilesh Shah & Associates, Company Secretary in Practise, to
undertake the "Secretarial Audit" and "Annual Secretarial Compliance
Audit" of the Company for the financial year ended 31st March, 2021. The
Company has received consent from M/s Nilesh Shah & Associates to act as the
Secretarial Auditors of the Company for the financial year ending 31st March,
2021.
The Secretarial Audit Report for the financial year ended 31st March, 2020,
in the prescribed Form MR 3 of the Companies Act, 2013, is annexed to this report as Annexure
(B-1).
The Secretarial Compliance Audit Report for the financial year ended 31st
March, 2020, in relation to compliance of all applicable SEBI
regulations/circulars/guidelines issued thereunder, pursuant to requirement of regulation
24A of Listing Regulations, is set out in Annexure (B-2) to this report. The
Secretarial Compliance Report has been voluntarily annexed to the Board's report as a part
of good disclosure practice.
The Secretarial Audit Report and Annual Secretarial Compliance Audit Report does not
contain any qualification, reservation or adverse remark.
DETAILS OF FRAUDS REPORTED BY AUDITORS
There were no frauds reported by the Statutory Auditors under provisions of Section
143(12) of the Companies Act, 2013 and Rules made thereunder.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided
under Section 178(3) of the Act. The salient features of the Nomination and Remuneration
Policy are set out in the Corporate Governance Report which forms part of this Annual
Report. The Policy is also available on Company's website under the web link:
https://hitechgroup.com/investor/Display/codeofConduct
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has complied with the applicable provisions of Sexual Harassment of Woman
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has formulated and
adopted a Policy on Prevention of Sexual Harassment of Women at Workplace under the
aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered
under this Policy.
The Company has complied with the provisions relating to Constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act of 2013. The Company has not received any complaint of
sexual harassment at workplace during the year.
Sexual Harassment Policy of the Company is displayed on the Company's website under the
weblink: https://hitechgroup.com/investor/Display/ codeofConduct
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a ‘Whistle Blower Policy' with an objective to conduct its
affairs in a fair and transparent manner and by adopting the highest standards of
professionalism, honesty, integrity and ethical behaviour. The Company has established
mechanism for reporting concerns about unethical behaviour, actual or suspected fraud,
violation of Code of Conduct and Ethics.
The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's website
through the following link: https://hitechgroup. com/investor/Display/codeofConduct
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
In compliance with the requirements of Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Board of
Directors has constituted a Corporate Social Responsibility Committee. The details of
membership of the Committee and the meetings held are detailed in the Corporate Governance
Report forming part of the Annual Report.
The contents of the CSR Policy of the Company as approved by the Board on the
recommendation of the Corporate Social Responsibility Committee is available on the
website of the Company and can be accessed through the web link:
https://hitechgroup.com/investor/Display/ codeofConduct
During the financial year 2019-20, the Company has spent Rs. 35.84 lakhs towards CSR.
The Annual Report on CSR activities undertaken by the Company during the financial year
2019-20, is annexed as
‘Annexure C' and forms part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required under Section 134 (3) (m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014, is appended hereto as ‘Annexure D'
and forms part of this Report.
TRANSFER OF DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the applicable provisions of Companies Act, 2013 (hereinafter
referred to as "the Act") read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the
"IEPF Rules"), all unclaimed dividends are required to be transferred by the
Company to the IEPF, after completion of seven (7) years. Further, according to IEPF
Rules, the shares on which dividend has not been claimed by the shareholders for seven (7)
consecutive years or more shall be transferred to the demat account of the IEPF Authority.
The details relating to amount of dividend transferred to the IEPF during the FY 2019-20
and corresponding shares on which dividends were unclaimed for seven (7) consecutive
years, are provided in the ‘General Shareholders Information' section of Corporate
Governance report forming part of this Annual Report.
Members who have not encashed their dividend warrants or whose dividend is
unclaimed/unpaid for the year 2012-13 or thereafter are requested to write to the
Company's Registrar and Share Transfer Agents, Link Intime India Private Limited. Details
of unpaid/ unclaimed dividend are provided on Company's website under the web link -
https://hitechgroup.com/investor/Display/Unclaimed_UnpaidDividend
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act and the Rules made thereunder, in
respect of employees of the Company has been disclosed in ‘Annexure E'.
DEPOSITS
During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force).
The outstanding deposits accepted earlier including interest were repaid during the
year and there were no deposit outstanding as on 31st March, 2020.
RELATED PARTY TRANSACTIONS
All Related Party Transactions which were entered during the financial year 2019-20
were on an arm's length basis and in the ordinary course of business. There were no
materially significant related party transactions entered into by the Company with related
party(ies) as defined under Section 2(76) of the Companies Act, 2013 which may have a
potential conflict with the interest of the Company at large. Your Company's sales
transactions with Asian Paints Limited qualify as material Related Party Transactions
("RPT") under Regulation 23 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. Accordingly, Company has obtained shareholders' approval
for the said material related party transactions at the 27th Annual General
Meeting held on 16th July, 2018 for three (3) financial years commencing from 1st
April, 2018. As the term of the approval would expire on 31st March, 2021, a
fresh approval is being sought from the shareholder for the said transaction through
special resolution proposed at the ensuing Annual General Meeting (AGM) which forms part
of the Notice convening the AGM.
During the year, the Board of Directors of the Company has revised the Policy on
dealing with RPTs and Policy on materiality of Related Party Transactions in accordance
with the amendments to the applicable provisions of the Listing Regulations. The said
policy can be accessed through the following link:
https://hitechgroup.com/investor/Display/ codeofConduct The details of the related party
transactions of the Company as required under Indian Accounting Standard 24 are set out in
Note 44 to the financial statements forming part of this Annual Report. The Form AOC - 2
pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is set out as ‘Annexure F' to this Report.
INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial control system commensurate to
the size and nature of its business.The Company periodically tracks all amendments to
Accounting Standards and makes necessary changes to the underlying systems, processes and
financial controls to ensure adherence to the same.
The Company periodically reviews the internal finance control system.
During the year under review, such controls were tested and no reportable material
weaknesses in the design or operation of the same were observed
RISK MANAGEMENT
Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management
policy in place for identification of key risks to its business objectives, impact
assessment, risk analysis, risk evaluation, risk reporting disclosures, risk mitigation,
monitoring and integration with strategy and business planning. The Company has also
constituted a Risk Management Committee on voluntary basis. Details of the Risk Management
policy and the committee as stated above have been disclosed in the Corporate Governance
Report which forms a part of the Annual Report.
OTHER DISCLOSURES
Your Company during the financial year ended 31st March, 2020:
a) has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) on Meetings of the Board of Directors and General Meetings;
b) has not issued Shares having differential rights as to dividend, voting or
otherwise;
c) does not have any ESOP Scheme for its employees / Directors;
d) has not issued Sweat Equity Shares;
e) does not have any scheme or provision of money for the purchase of its own shares by
employees / Directors or by trustees for the benefit of employees/ Directors
f) There was no revision of financial statements and Boards report of the Company,
during the year under review.
g) during the year under review, the Company has not provided any loan or given any
guarantee or made any investment;
h) There were no significant / material orders passed by any of the Regulators or
Courts or Tribunals impacting the going concern status of your Company or its operations
in future; and
i) The Company does not have any subsidiary company, Joint Venture or Associate
Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, the Directors state that:
a. in the preparation of the annual accounts for the financial year ended 31st
March, 2020, the applicable accounting standards have been followed and there are no
material departures from the same;
b. accounting policies have been selected and applied consistently and judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of your Company as at 31st March, 2020 and of the
profit and loss of the Company for the financial year ended 31st March, 2020;
c. proper and sufficient adequate accounting records in accordance with the provisions
of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
e. proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors wish to express their appreciation and gratitude to all the employees at
all levels for their hard work, dedication and cooperation during the year.
Your Directors wish to express their sincere gratitude for the excellent support and
co-operation extended by the Company's shareholders, customers, bankers, suppliers,
regulatory and government authorities and all other stakeholders.
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
for the financial year ended 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:
| CIN |
L28992MH1991PLC168235 |
| Registration Date |
16th October, 1991 |
| Name of the Company |
Hitech Corporation Limited |
| Category of the Company |
Public Company |
| Sub-Category of the Company |
Company Having Share Capital |
| Address of the Registered office and contact details |
Unit No. 201, 2nd Floor, Welspun House, Kamala City, Senapati |
|
Bapat Marg, Lower Parel (West), Mumbai - 400 013. |
|
Tel. No: 022 4001 6500 Fax No : 022 2495 5659 |
|
Email: investor.help@hitechgroup.com |
|
Website: www.hitechgroup.com |
| Whether listed company |
Yes |
| Name, Address and Contact details of Registrar and Transfer Agent, if any |
Link Intime India Private Limited |
|
C 101, 1st Floor, 247 Park, |
|
L.B.S. Marg, Vikhroli (West), Mumbai - 400 083. |
|
Tel. No: 022 4918 6000 Fax No: 022 4918 6060 |
|
Email: rnt.helpdesk@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:-
| Name and Description of main Products / Services |
ITC/NIC Code of the Product / Service |
% to total turnover of the Company |
| 1 Manufacturing of Packaging Products of Plastics |
3132 (ITC) |
100.00 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
| Name and address of the company |
CIN/GLN |
Holding/ Subsidiary/ Associate |
% of shares held |
Applicable Section |
| 1 Geetanjali Trading & Investments Private Limited Address: 3A, Barodawala
Mansion, 81 Dr. Annie Besant Road, Worli, Mumbai - 400 018. |
U65990MH1979PTC021049 |
Holding |
69.11% |
2(46) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):
i) Category-wise Share Holding
|
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) |
|
| Category of Shareholders |
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
% change during the year |
| A. Promoters |
|
|
|
|
|
|
|
|
|
| (1) Indian |
|
|
|
|
|
|
|
|
|
| a) Individual/HUF |
477185 |
-- |
477185 |
2.78 |
477185 |
-- |
477185 |
2.78 |
-- |
| b) Central Govt. / State Governments |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| c)Financial Institutions / Banks |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| d) Any other Bodies Corporate |
12307295 |
-- |
12307295 |
71.65 |
12307295 |
-- |
12307295 |
71.65 |
-- |
| Sub-total (A)(1) |
12784480 |
-- |
12784480 |
74.43 |
12784480 |
-- |
12784480 |
74.43 |
-- |
| (2) Foreign |
|
|
|
|
|
|
|
|
|
| a) Individuals (Non- Resident Individuals / Foreign Individuals) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| b) Government |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| c) Institutions |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| d)Foreign Portfolio Investor |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| e) Any Other (Specify) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| Sub-total (A)(2) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| Total shareholding of Promoter and Promoter Group (A) = (A)(1)+(A)(2) |
12784480 |
-- |
12784480 |
74.43 |
12784480 |
-- |
12784480 |
74.43 |
-- |
| B. Public Shareholding |
|
|
|
|
|
|
|
|
|
| 1. Institutions |
|
|
|
|
|
|
|
|
|
| a) Mutual Funds |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| b) Venture Capital Funds |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| c) Alternate Investment Funds |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| d) Foreign Venture Capital Investors |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| e) Foreign Portfolio Investor |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| f) Financial Institutions/ Banks |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| g) Insurance Companies |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| h) Provident Funds / Pension Funds |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| i) Any Other (Specify) |
|
|
|
|
|
|
|
|
|
| UTI |
-- |
1100 |
1100 |
0.01 |
-- |
-- |
-- |
-- |
(0.01) |
| Sub-total (B)(1) |
-- |
1100 |
1100 |
0.01 |
-- |
-- |
-- |
-- |
(0.01) |
| 2. Central Government/ State Government(s)/ President of India |
|
|
|
|
|
|
|
|
|
| Central Government/ State Government(s) |
-- |
3000 |
3000 |
0.02 |
-- |
3000 |
3000 |
0.02 |
-- |
| Sub Total (B)(2) |
-- |
3000 |
3000 |
0.02 |
-- |
3000 |
3000 |
0.02 |
-- |
| 3.Non-Institutions |
|
|
|
|
|
|
|
|
|
| (a) Individuals |
|
|
|
|
|
|
|
|
|
| i)Individual shareholders holding nominal share capital upto Rs. 1 lakh |
1561290 |
232671 |
1793961 |
10.45 |
1484464 |
205566 |
1690030 |
9.84 |
(0.61) |
| ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh |
1493957 |
- |
1493957 |
8.70 |
1613280 |
-- |
1613280 |
9.39 |
0.69 |
| b) NBFC registered with RBI |
445 |
-- |
445 |
-- |
-- |
-- |
-- |
-- |
-- |
| c) Employee Trusts |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| d) Overseas Depositories (holding DRs) (balancing figure) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| e) Any Other (Specify) |
|
|
|
|
|
|
|
|
|
| Foreign Nationals |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| Hindu Undivided Family |
297734 |
-- |
297734 |
1.73 |
292386 |
-- |
292386 |
1.70 |
(0.03) |
| Non Resident Indians (Non Repat) |
30411 |
-- |
30411 |
0.18 |
31391 |
-- |
31391 |
0.18 |
-- |
| Directors / Relatives of Directors |
7500 |
-- |
7500 |
0.04 |
7000 |
-- |
7000 |
0.04 |
-- |
| Non Resident Indians (Repat) |
135829 |
119900 |
255729 |
1.49 |
161108 |
119900 |
281008 |
1.64 |
0.15 |
| Clearing Member |
22217 |
-- |
22217 |
0.13 |
2028 |
-- |
2028 |
0.01 |
(0.12) |
| Bodies Corporate |
393103 |
400 |
393503 |
2.29 |
366434 |
400 |
366834 |
2.14 |
(0.15) |
| IEPF Authority |
91663 |
-- |
91663 |
0.53 |
104263 |
-- |
104263 |
0.61 |
0.08 |
| Sub Total (B)(3) |
4034149 |
352971 |
4387120 |
25.54 |
4062354 |
325866 |
4388220 |
25.55 |
0.01 |
| Total Public Shareholding (B)=B(1)+B(2)+B(3) |
4034149 |
357071 |
4391220 |
25.57 |
4062354 |
328866 |
4391220 |
25.57 |
-- |
| Total (A)+(B) |
16818629 |
357071 |
17175700 |
100.00 |
16846834 |
328866 |
17175700 |
100.00 |
-- |
| (C) Shares held by Custodian / DR Holder |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| Grand Total (A+B+C) |
16818629 |
357071 |
17175700 |
100.00 |
16846834 |
328866 |
17175700 |
100.00 |
-- |
(ii) Shareholding of Promoters
| Shareholder's 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) |
|
|
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 as a % of total shares of the Company |
| 1 Geetanjali Trading & Investments Pvt. Ltd. |
11869295 |
69.11 |
-- |
11869295 |
69.11 |
-- |
-- |
| 2 Gujarat Organics Ltd. |
177000 |
1.03 |
-- |
177000 |
1.03 |
-- |
-- |
| 3 Hiren Holdings Pvt. Ltd. |
261000 |
1.52 |
-- |
261000 |
1.52 |
-- |
-- |
| 4 Ashwin S. Dani |
230095 |
1.34 |
-- |
230095 |
1.34 |
-- |
-- |
| 5 Ina A. Dani |
61200 |
0.36 |
-- |
61200 |
0.36 |
-- |
-- |
| 6 Hasit A. Dani |
30000 |
0.17 |
-- |
30000 |
0.17 |
-- |
-- |
| 7 Malav A. Dani |
54000 |
0.31 |
-- |
54000 |
0.31 |
-- |
-- |
| 8 Jalaj A. Dani |
41100 |
0.24 |
-- |
41100 |
0.24 |
-- |
-- |
| 9 Vita J. Dani |
32700 |
0.19 |
-- |
32700 |
0.19 |
-- |
-- |
| 10 Ashwin R. Gandhi |
15500 |
0.09 |
-- |
15500 |
0.09 |
-- |
-- |
| 11 Hiren A. Gandhi |
7590 |
0.04 |
-- |
7590 |
0.04 |
-- |
-- |
| 12 Satyen A. Gandhi |
5000 |
0.03 |
-- |
5000 |
0.03 |
-- |
-- |
| Total |
12784480 |
74.43 |
-- |
12784480 |
74.43 |
-- |
-- |
Notes:
1. * The shares held by the Promoter(s)/Promoter(s) Group have been clubbed on the
basis of their first name. Shublakshmi Hasit Dani, Ashwin Suryakant Dani (HUF), Hasit
Ashwin Dani (HUF), Mudit Jalaj Dani, Smiti Jalaj Dani, Ishwara Hasit Dani, Sattva Holding
and Trading Pvt. Ltd., Rayirth Holding and Trading Company Pvt Ltd., Canes Venatici Pvt.
Ltd., Hitech Specialities Solutions Ltd., Homevilla Yoga Pvt Ltd., Mefree LLP, Naradiya
Trust, Advaita Charitable Trust, Sab Ka Mangal Ho Foundation, Avinash Holding And Trading
Co. Pvt. Ltd., Rituh Holding And Trading Co. Pvt. Ltd. and Hitech Insurance Broking
Services Ltd. forming part of the Promoter(s)/Promoter(s) Group do not hold any shares in
the Company as on 31st March, 2020.
2. The Promoter(s)/Promoter(s) Group of the Company have declared that they along with
Persons Acting in Concert, have not made any encumbrance, directly or indirectly, other
than those already disclosed during the financial year 2019-20.
(iii) Change in Promoters' Shareholding
|
Shareholding |
|
|
|
Cumulative Shareholding during the year (01-04-19 to
31-03-20) |
| Name |
No. of Shares at the beginning (01-04-19)/end of the year (31-03-20) |
% of total shares of the Company |
Date |
Increase / Decrease in shareholding |
Reason |
No. of Shares |
% of total shares of the Company |
| 1. Geetanjali Trading & Investments Pvt. Ltd. |
11869295 |
69.11 |
01.04.2019 |
|
No change during the year |
11869295 |
69.11 |
|
11869295 |
69.11 |
31.03.2020 |
-- |
|
11869295 |
69.11 |
| 2. Ashwin S. Dani |
230095 |
1.34 |
01.04.2019 |
|
No change during the year |
230095 |
1.34 |
|
230095 |
1.34 |
31.03.2020 |
-- |
|
230095 |
1.34 |
| 3. Ina A. Dani |
61200 |
0.36 |
01.04.2019 |
|
No change during the year |
61200 |
0.36 |
|
61200 |
0.36 |
31.03.2020 |
-- |
|
61200 |
0.36 |
| 4. Jalaj A. Dani |
41100 |
0.24 |
01.04.2019 |
-- |
No change during the year |
41100 |
0.24 |
|
41100 |
0.24 |
31.03.2020 |
|
|
41100 |
0.24 |
| 5. Vita J. Dani |
32700 |
0.19 |
01.04.2019 |
-- |
No change during the year |
32700 |
0.19 |
|
32700 |
0.19 |
31.03.2020 |
|
|
32700 |
0.19 |
| 6. Malav A. Dani |
54000 |
0.31 |
01.04.2019 |
-- |
No change during the year |
54000 |
0.31 |
|
54000 |
0.31 |
31.03.2020 |
|
|
54000 |
0.31 |
| 7. Gujarat Organics Ltd. |
177000 |
1.03 |
01.04.2019 |
-- |
No change during the year |
177000 |
1.03 |
|
177000 |
1.03 |
31.03.2020 |
|
|
177000 |
1.03 |
| 8. Hiren Holdings Pvt. Ltd. |
261000 |
1.52 |
01.04.2019 |
-- |
No change during the year |
261000 |
1.52 |
|
261000 |
1.52 |
|
|
|
261000 |
1.52 |
| 9. Hasit A. Dani |
30000 |
0.17 |
01.04.2019 |
-- |
No change during the year |
30000 |
0.17 |
|
30000 |
0.17 |
31.03.2020 |
|
|
30000 |
0.17 |
| 10. Ashwin R. Gandhi |
15500 |
0.09 |
01.04.2019 |
-- |
No change during the year |
15500 |
0.09 |
|
15500 |
0.09 |
31.03.2020 |
|
|
15500 |
0.09 |
| 11. Hiren A. Gandhi |
7590 |
0.04 |
01.04.2019 |
-- |
No change during the year |
7590 |
0.04 |
|
7590 |
0.04 |
31.03.2020 |
|
|
7590 |
0.04 |
| 12. Satyen A. Gandhi |
5000 |
0.03 |
01.04.2019 |
-- |
No change during the year |
5000 |
0.03 |
|
5000 |
0.03 |
31.03.2020 |
|
|
5000 |
0.03 |
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and
Holders of GDRs and ADRs):
| Sr. No. Shareholder's name |
Shareholding |
Cumulative Shareholding during the year |
|
No. of Shares |
% of total shares of the Company |
No. of Shares |
% of total shares of the Company |
| 1. Urmila D Shah |
|
|
|
|
| At the beginning of the year |
250000 |
1.45 |
250000 |
1.45 |
| Bought during the year |
0 |
0.00 |
250000 |
1.45 |
| Sold during the year |
0 |
0.00 |
250000 |
1.45 |
| At the end of the year |
250000 |
1.45 |
250000 |
1.45 |
| 2. Hardik Dhanesh Shah |
|
|
|
|
| At the beginning of the year |
150000 |
0.87 |
150000 |
0.87 |
| Bought during the year |
0 |
0.00 |
150000 |
0.87 |
| Sold during the year |
0 |
0.00 |
150000 |
0.87 |
| At the end of the year |
150000 |
0.87 |
150000 |
0.87 |
| 3. Sahil Nimesh Shah |
|
|
|
|
| At the beginning of the year |
150000 |
0.87 |
150000 |
0.87 |
| Bought during the year |
0 |
0.00 |
150000 |
0.87 |
| Sold during the year |
0 |
0.00 |
150000 |
0.87 |
| At the end of the year |
150000 |
0.87 |
150000 |
0.87 |
| 4 Shah Nimesh Sumatilal |
|
|
|
|
| At the beginning of the year |
150000 |
0.87 |
150000 |
0.87 |
| Bought during the year |
0 |
0.00 |
150000 |
0.87 |
| Sold during the year |
0 |
0.00 |
150000 |
0.87 |
| At the end of the year |
150000 |
0.87 |
150000 |
0.87 |
| 5 Dhanesh Sumatilal Shah |
|
|
|
|
| At the beginning of the year |
125000 |
0.73 |
125000 |
0.73 |
| Bought during the year |
0 |
0.00 |
125000 |
0.73 |
| Sold during the year |
0 |
0.00 |
125000 |
0.73 |
| At the end of the year |
125000 |
0.73 |
125000 |
0.73 |
| 6. Jatin Ramesh Shah |
|
|
|
|
| At the beginning of the year |
84840 |
0.49 |
84840 |
0.49 |
| Bought during the year |
0 |
0.00 |
84840 |
0.49 |
| Sold during the year |
0 |
0.00 |
84840 |
0.49 |
| At the end of the year |
84840 |
0.49 |
84840 |
0.49 |
| 7. Neha Jaswani |
|
|
|
|
| At the beginning of the year |
62640 |
0.36 |
62640 |
0.36 |
| Bought during the year |
13140 |
0.08 |
75780 |
0.44 |
| Sold during the year |
215 |
0.00 |
75565 |
0.44 |
| At the end of the year |
75565 |
0.44 |
75565 |
0.44 |
| 8. Dhirajlal Varjivandas Shah |
|
|
|
|
| At the beginning of the year |
43534 |
0.25 |
43534 |
0.25 |
| Bought during the year |
19513 |
0.11 |
63047 |
0.37 |
| Sold during the year |
0 |
0.00 |
63047 |
0.37 |
| At the end of the year |
63047 |
0.37 |
63047 |
0.37 |
| 9. Saroj B. Dave |
|
|
|
|
| At the beginning of the year |
60000 |
0.35 |
60000 |
0.35 |
| Bought during the year |
0 |
0.00 |
60000 |
0.35 |
| Sold during the year |
0 |
0.00 |
60000 |
0.35 |
| At the end of the year |
60000 |
0.35 |
60000 |
0.35 |
| 10. Nimesh Virchand Munver |
|
|
|
|
| At the beginning of the year |
60000 |
0.35 |
60000 |
0.35 |
| Bought during the year |
0 |
0.00 |
60000 |
0.35 |
| Sold during the year |
6000 |
0.04 |
54000 |
0.31 |
| At the end of the year |
54000 |
0.31 |
54000 |
0.31 |
Note: Date of transfer has been considered as the date on which the beneficiary
position was provided by the Depositories to your
Company.
(v) Shareholding of Directors and Key Managerial Personnel:
| Name |
Shareholding |
|
|
|
Cumulative Shareholding during the year (01-04-19 to
31-03-20) |
|
No. of Shares at the beginning (01- 04-19) / end of the year
(31-03-20) |
% of total shares of the Company |
Date |
Increase / (Decrease) in shareholding |
Reason |
No. of Shares |
% of total shares of the Company |
| 1. Ashwin S. Dani |
230095 |
1.34 |
01.04.2019 |
-- |
No change during the year |
230095 |
1.34 |
|
230095 |
1.34 |
31.03.2020 |
|
|
230095 |
1.34 |
| 2. Harish N. Motiwalla |
-- |
-- |
01.04.2019 |
|
No change during the year |
-- |
-- |
|
-- |
-- |
31.03.2020 |
|
|
-- |
-- |
| 3. Jalaj A. Dani |
41100 |
0.24 |
01.04.2019 |
-- |
No change during the year |
41100 |
0.24 |
|
41100 |
0.24 |
31.03.2020 |
|
|
41100 |
0.24 |
| 4. Malav A. Dani |
54000 |
0.31 |
01.04.2019 |
-- |
No change during the year |
54000 |
0.31 |
|
54000 |
0.31 |
31.03.2020 |
|
|
54000 |
0.31 |
| 5. Ashwin R. Nagarwadia |
5000 |
0.03 |
01.04.2019 |
-- |
No change during the year |
5000 |
0.03 |
|
5000 |
0.03 |
31.03.2020 |
|
|
5000 |
0.03 |
| 6. Jayendra R. Shah |
1800 |
0.01 |
01.04.2019 |
-- |
No change during the year |
1800 |
0.01 |
|
1800 |
0.01 |
31.03.2020 |
|
|
1800 |
0.01 |
| 7. Mehernosh A. Mehta |
-- |
-- |
01.04.2019 |
-- |
No change during the year |
-- |
-- |
|
-- |
-- |
31.03.2020 |
|
|
-- |
-- |
| 8. Bomi P. Chinoy |
-- |
-- |
01.04.2019 |
-- |
No change during the year |
-- |
-- |
|
-- |
-- |
31.03.2020 |
|
|
-- |
-- |
| 9. Vaishali V. Sharma* |
200 |
0.00 |
01.04.2019 |
-- |
No change during the year |
200 |
0.00 |
|
200 |
0.00 |
31.03.2020 |
|
|
200 |
0.00 |
| 10. Aditya M. Sheth** |
-- |
-- |
01.04.2019 |
-- |
No change during the year |
-- |
-- |
|
-- |
-- |
31.03.2020 |
|
|
-- |
-- |
| 11. Kalpana V. Merchant*** |
-- |
-- |
01.04.2019 |
-- |
No change during the year |
-- |
-- |
|
-- |
-- |
31.03.2020 |
|
|
-- |
-- |
| 12. Bharat I. Gosalia**** |
-- |
-- |
01.04.2019 |
-- |
No change during the year |
-- |
-- |
|
-- |
-- |
31.03.2020 |
|
|
-- |
-- |
| 13. Avan R. Chaina***** |
-- |
-- |
01.04.2019 |
-- |
No change during the year |
-- |
-- |
|
|
|
31.03.2020 |
|
|
-- |
-- |
| 14. Namita Tiwari |
-- |
-- |
01.04.2018 |
|
No change during the year |
-- |
-- |
|
-- |
-- |
31.03.2019 |
-- |
|
-- |
-- |
Notes
* Ms. Vaishali V. Sharma, ceased to be an Independent Director with effect from 29th
November, 2019.
** Mr. Aditya M. Sheth appointed as an Independent Director, with effect from 25 th
June, 2019.
*** Ms. Kalpana V. Merchant appointed as an Independent Director, with effect from 27 th
February, 2020. **** Mr. Bharat I. Gosalia, Chief Financial Officer retired after
completion of his tenure with effect from nd July, 2019. 2 ***** Mrs.
Avan R. Chaina was designated as Chief Financial Officer (CFO) with effect from rd
July, 2019. 3
VI. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for
payment for the financial year 2019-20:
(Rs. in lakhs)
|
Secured Loans excluding deposits |
Unsecured Loans excluding deposits |
Deposits |
Total Indebtedness |
| Indebtedness at the beginning of the financial year |
|
|
|
|
| i) Principal Amount |
14,860.98 |
3,373.09 |
-- |
18,234.07 |
| ii) Interest due but not paid |
-- |
-- |
-- |
-- |
| iii) Interest accrued but not due |
2.16 |
28.33 |
-- |
30.49 |
| iv) Preference dividend accrued but not due |
-- |
242.57 |
-- |
242.57 |
| Total (i+ii+iii+iv) |
14,863.14 |
3,643.99 |
-- |
18,507.13 |
| Change in Indebtedness during the financial year |
|
|
|
|
| Addition |
23,417.45 |
5,042.47 |
-- |
28,459.92 |
| Reduction |
23,437.74 |
5,533.04 |
-- |
28,970.78 |
| Net Change |
(20.29) |
(490.57) |
-- |
(510.86) |
| Indebtedness at the end of the financial year |
|
|
|
|
| i) Principal Amount |
14,840.06 |
2,952.21 |
-- |
17,792.27 |
| ii) Interest due but not paid |
-- |
-- |
-- |
-- |
| iii) Interest accrued but not due |
2.79 |
-- |
-- |
2.79 |
| iv) Preference dividend accrued but not due |
-- |
201.21 |
-- |
201.21 |
| Total (i+ii+iii+iv) |
14,842.85 |
3,153.42 |
-- |
17,996.27 |
VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Key Managerial Personnel for the Financial Year 2019-20
(Amount in Rs.)
| Sr. No. Particulars of Remuneration |
Mr. Malav A. Dani |
Mr. Mehernosh A. Mehta |
Mrs. Namita Tiwari |
Mr. Bharat Gosalia |
Mrs. Avan Chaina |
Total |
|
Managing Director |
Wholetime Director |
Company Secretary |
CFO** |
CFO*** |
|
| 1. Gross salary |
|
|
|
|
|
|
| a. Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 |
36,23,400 |
19,88,820 |
15,39,144 |
19,17,433 |
18,16,690 |
1,08,85,487 |
| b. Value of perquisites under Section 17(2) of the Income Tax Act, 1961 |
- |
- |
- |
- |
- |
- |
| c. Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961 |
- |
- |
- |
- |
- |
- |
| 2. Stock Option |
- |
- |
- |
- |
- |
- |
| 3. Sweat Equity |
- |
- |
- |
- |
- |
- |
| 4. Commission |
|
|
|
|
|
|
| a) As % of profit |
- |
- |
- |
- |
- |
- |
| b) Others, please specify |
- |
- |
- |
- |
- |
- |
| 5. Others, please specify |
|
|
|
|
|
|
| a) Performance Bonus |
10,00,000 |
1,51,288 |
- |
- |
- |
11,51,288 |
| b) PF Contribution |
2,88,000 |
76,210 |
69,150 |
39,220 |
79,470 |
5,52,050 |
| Total |
49,11,400 |
22,16,318 |
16,08,294 |
19,56,653 |
18,96,160 |
1,25,88,825 |
| Grand Total (MD+WTD) |
Rs. 71,27,718 |
| Ceiling as per Section 197 of the Act 10% of the net profit calculated under
section 198 of the Act. |
Rs. 43,67,164 |
|
Not Applicable |
| Ceiling as per Schedule V of the Act based on effective capital due to inadequate
profit* |
Rs. 1,20,00,000 |
* Due to inadequate profit for payment of managerial remuneration, calculated under
section 198 of the Companies act, 2013
Remuneration to the Managing Director and Whole Time Director was paid within the
ceiling limit under the provisions of Schedule V of the Companies Act, 2013..
** Retired after completion of tenure w.e.f. 2nd July, 2019.
*** Appointed as CFO w.e.f. 3rd July, 2019. The remuneration paid to
Mrs. Avan Chaina, CFO, is only for the part of the year with effect from 3rd July, 2019,
in her current designation as the CFO of the Company.
B. Remuneration to Non-Executive Directors for the Financial year 2019-20:
(Amount in Rs.)
| Name of Director |
Board/ Committee Meetings Fees |
Commission |
Others |
Total |
| 1. Independent Directors |
|
|
|
|
| Harish N. Motiwalla |
3,05,000 |
1,65,000 |
-- |
4,70,000 |
| Jayendra R. Shah |
3,15,000 |
75,000 |
-- |
3,90,000 |
| Bomi P. Chinoy |
2,85,000 |
75,000 |
-- |
3,60,000 |
| Vaishali V. Sharma * |
75,000 |
22,000 |
-- |
97,000 |
| Aditya M. Sheth** |
1,00,000 |
25,000 |
|
1,25,000 |
| Kalpana V. Merchant*** |
-- |
-- |
|
|
| Total (1) |
10,80,000 |
3,62,000 |
-- |
14,42,000 |
| Ashwin S. Dani |
1,80,000 |
-- |
4,26,497# |
6,06,497 |
| Jalaj A. Dani |
1,00,000 |
-- |
-- |
1,00,000 |
| Ashwin R. Nagarwadia |
3,15,000 |
75,000 |
-- |
3,90,000 |
| Total (2) |
5,95,000 |
75,000 |
4,26,497 |
10,96,497 |
| Total (1+2) |
16,75,000 |
4,37,000 |
4,26,497 |
25,38,497 |
| Ceiling as per the Act |
- |
4,37,000 |
|
|
Notes:
# Represents reimbursement of expenses and perquisites as approved by the
shareholders.
* Ms. Vaishali V. Sharma, ceased to be an Independent Director w.e.f. 29th
November, 2019.
** Mr. Aditya M. Sheth, Independent Director, was appointed w.e.f. 25th
June, 2019.
*** Ms. Kalpana V. Merchant, Independent Director was appointed w.e.f 27th
February, 2020
VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL
|