DEAR MEMBERS,
As informed to the members last year, the National Company Law Tribunal
("NCLT") Allahabad Bench, vide order dated 25th July, 2018
("Insolvency Commencement Order") has initiated Corporate Insolvency Resolution
Process ("CIRP") based on the petition !led by the Standard Chartered Bank under
Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code").
Subsequently, the Hon'ble Tribunal vide order dated 10th September, 2018,
appointed Mr. Supriyo Kumar Chaudhuri (IP Registration No. IBBI/
IPA-001/IP-P00644/2017-18/11098) as Resolution Professional (RP) to manage the a"airs
of the Company in accordance with the provisions of the Code.
The Committee of Creditors has not approved any Resolution Plans for the Company,
hence, the Resolution Professional (RP) has !led an application for Liquidation under
Section 33(1) of the Insolvency and Bankruptcy Code, 2016 on 29th July, 2019
before the Hon'ble National Company Law Tribunal, Allahabad Bench. The same is yet to be
decided by the afore-mentioned Tribunal.
Presentation on Thirtieth Annual Report on the business and operations of your Company
along with the summary of the Standalone and Consolidated Financial Statements for the
year ended 31st March, 2019.
FINANCIAL HIGHLIGHTS
The summarized standalone and consolidated financial results of your Company are given
in the table below:
|
|
|
|
(` in Crores) |
Particulars |
Standalone |
Consolidated |
|
2018-19 |
2017-18 |
2018-19 |
2017-18 |
Sales including other Income |
1,195.36 |
3,207.26 |
1,195.36 |
3,461.56 |
Profit/(Loss) before Depreciation (including exceptional item) |
(473.58) |
(305.28) |
(473.61) |
(318.01) |
Depreciation |
20.73 |
19.80 |
20.73 |
19.80 |
Profit/(Loss) after Depreciation |
(494.31) |
(325.08) |
(494.34) |
(337.81) |
Provision for Taxation |
- |
- |
- |
- |
Deferred Tax |
427.15 |
(405.35) |
427.15 |
(405.35) |
Add: MAT Credit |
- |
- |
- |
- |
Profit/(Loss) after Tax |
(921.46) |
80.27 |
(921.49) |
67.54 |
The year under review has been quite challenging. During the period, based upon the
Standalone Financial Statements, the Revenue of the Company stood at ` 1,187.56 crores,
the Net Loss at ` 921.46 crores and the Reserve & Surplus position (Other Equity as
per IND-AS) at ` (1,319.21) crores.
The Consolidated Revenue and the Reserve & Surplus position of the Company stood at
` 1,195.36 crores and ` (1,321.47) crores respectively.
STATE OF COMPANY'S AFFAIRS
The Company is presently undergoing CIRP and is being operated as a going concern under
the control and supervision of Resolution Professional.
DIVIDEND
In view of the loss for the period and the undergoing CIRP, no dividend has been
recommended for the financial year ended 31st March, 2019.
TRANSFER TO RESERVES
The Company has not transferred any amount to Capital Reserves for the financial year
ended on 31st March, 2019.
SHARE CAPITAL
During the year under review, there has been no change in the capital structure of the
Company.
DEPOSITS
The Company has not accepted any deposits from the public within the meaning of the
provisions of Section 73 of the Companies Act, 2013 and rules made thereunder.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Ms. Rajani Pandey (DIN: 08156509) was appointed as an
Independent Director of the Company w.e.f. 28th June, 2018, whose appointment
had since been approved by the members at the Annual General Meeting for Financial Year
2017-18, held on 21st January 2020. Barring this, there has been no change in
the composition of the Board of Directors or the Key Managerial Personnel during the
period.
Mr. Adarsh Jhunjhunwala (DIN: 01602305), Director of the Company will be retiring by
rotation at the ensuing Annual General Meeting.
As per Section 196 of the Companies Act, 2013, the tenure of Mr. Dina Nath Jhunjhunwala
and Mr. Adarsh Jhunjhunwala, Whole-time Directors of the Company have expired w.e.f. 1st
October, 2018. The Company had proposed to re-appoint them for a further period of five
years but the existing directors have expressed their unwillingness to continue as
Whole-time Directors.
Further, the tenure of Mr. S. N. Jhunjhunwala, Managing Director has also expired on
the same date and he has been disqualified under Section 164(2) by the Ministry of
Corporate A!airs.
At present, the power of the Board is suspended due to commencement of CIRP and also
the management of the Company cannot be changed without the prior approval of the
Committee of Creditors.
It may further be noted that, pursuant to the order passed by the Hon'ble NCLT for
commencement of the CIRP and in line with the provisions of the Code, the powers of the
Board of Directors stand suspended and is being exercised by the Resolution Professional.
FORMATION OF VARIOUS COMMITTEES
The composition of the Board Committees is not in accordance with the provisions of the
Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 {hereinafter referred as "SEBI (LODR) Regulations, 2015"}.
However, the details of various committees constituted under the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015 are given in the Corporate Governance Report which forms
part of this report.
Further, it may be noted that since the powers of the Board of Directors have been
suspended pursuant to the order dated 25th July, 2018, issued by the Hon'ble
National Company Law Tribunal (NCLT), Allahabad Bench, the powers of the various
committees have also been suspended and hence no meetings have been conducted after
commencement of CIRP.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has not received any declarations from Independent Directors under Section
149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down
in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations,
2015.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In the past, prior to commencement of CIRP, the Independent Directors were provided
with necessary documents/brochures, reports and internal policies to enable them to
familiarize with the Company's procedures and practices.
PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Since the Company is under CIRP and the entire Board is suspended, no formal evaluation
of the Board has taken place for the financial year 2018-19.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
As disclosed earlier year, the Hon'ble National Company Law Tribunal, Allahabad Bench,
vide its order dated 25th July, 2018, has initiated Corporate Insolvency
Resolution Process as per the Insolvency and Bankruptcy Code, 2016 and appointed Mr.
Supriyo Kumar Chaudhuri as Resolution Professional.
The Resolution Professional had filed an application before the Hon'ble Tribunal for
liquidation of the Company.
MEETINGS OF THE BOARD
Before the commencement of CIRP, three meetings of the Board of Directors were held on
2nd April, 2018, 5th May, 2018 and 28th June, 2018.
The power of Board of Directors of the Company stood suspended but for updation of
financial results, Resolution Professional held the meeting with Key Managerial Personnel
during the period under the review.
EXTRACT OF ANNUAL RETURN OF THE COMPANY
As provided under Section 92(3) of the Companies Act, 2013, the extract of Annual
Return is given as Annexure-I in the prescribed Form MGT-9, which forms part of this
report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the Related Party Transactions (RPT) that were entered into by the Company during
the financial year under review were on an arm's length basis and in the ordinary course
of business and hence disclosure in Form AOC-2 in terms of Section 134 read with Section
188 of the Companies Act, 2013 is not required and does not form part of this report.
Further, no material significant related party transactions during the period under review
were entered by the Company with Promoters, Directors or other designated person which may
have a potential conflict with the interest of the Company at large. However, details of
all related party transactions are given in notes to Accounts.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
The particulars of loans, guarantees and investments are given in notes to Financial
Statements.
AUDITORS & AUDITOR'S REPORT
Statutory Auditor
At the 29th Annual General Meeting (AGM) held on 21st January, 2020, the
Company had appointed M/s. A. K. Agrawal & Co., Chartered Accountants, as Statutory
Auditors of the Company for a period of five years till the conclusion of 34th
AGM of the Company. In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the Auditors shall be placed for ratification at every Annual
General Meeting. However, the Companies Amendment Act, 2017 has come into force on 7th
May, 2018 and the requirement of ratification of auditors in every AGM has been done away
with. Hence, M/s. A. K. Agrawal & Co., Chartered Accountants, will hold o"ce for
5 years and they would not be subject to ratification during their continuation in the
o"ce of the Auditors of the Company.
The Auditors have audited standalone and consolidated financial statements of the
Company for the Financial Year ended 31st March, 2019 and no fraud has been
reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring
disclosure in the Board's Report.
The notes referred to in the Auditors Report are self-explanatory and therefore do not
call for any further comments. However, the Auditors have issued a qualified audit report
in the respect of the Financial Statements for the year 2018-19 specifying certain matters
relating to the period prior to commencement of Corporate Insolvency Resolution Process
(CIRP) of the Company pursuant to the order passed by the Hon'ble NCLT, Allahabad Bench,
dated 25th July, 2018 for which the erstwhile Directors are obligated to
clarify and respond which have not been forthcoming.
The Pre CIRP matters commented upon by the Auditors be issuing a qualified audit report
where beyond the control of the Resolution Professional (RP).
Internal Auditor
Based on the decision of Committee of Creditors (CoC) meeting dated 2nd May,
2019, the Company had not appointed any Internal Auditor as per Section 138 of the
Companies Act, 2013 for the financial year 2018-19.
Cost Auditor
In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain
cost records and get audit of its cost records conducted by a Cost Accountant. The Company
has appointed Mr. Sachin Chhaparia., Cost Accountant, as the Cost Auditor to conduct the
cost audit for the Financial Year 2018-19 in place of earlier Cost Auditor, M/s. S. K.
Saxena Verma & Co., as they are unwilling to give their report for financial year
2018-19.
Secretarial Auditor
The Resolution Professional in its meeting with Key Managerial Personnel had appointed
M/s. KPA & Co., Practicing Company Secretaries Firm (represented by Mr. Koshal
Agarwal, Practicing Company Secretary and Partner of the Firm), as the Secretarial Auditor
of the Company for the financial year 2018-19. The report of the Secretarial Auditor in
Form MR-3 is annexed to this Report as Annexure-II.
The Secretarial Audit Report is self-explanatory and therefore do not call for any
further comments.
The Company has failed to comply with the provisions of applicable acts and laws due to
non-cooperation of the Board and Company Secretary which in turn resulted in qualified
Secretarial Audit Report.
DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATES
The particulars of subsidiary and associates are given in Form MGT-9 which forms part
of this report. In accordance with Section 129(3) of the Companies Act, 2013, the Company
has prepared consolidated financial statements which forms part of this Annual Report.
Further, a statement containing the salient features of the financial statement of the
subsidiary are given in Form AOC-1 (Annexure-III) which forms part of this annual report.
The financial statements of the associate companies are not available with the Company.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiary, are available on the website of
the Company i.e. www.jvlagro.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required to be disclosed are provided in Annexure-IV to
this report.
RISK MANAGEMENT POLICY
Hedging, in finance, is a risk management strategy. It deals with reducing or
eliminating the risk of uncertainty. The aim of this strategy is to restrict the losses
that may arise due to unknown fluctuations in the investment prices and to lock the
profits therein. It works on the principle of o!setting i.e. taking an opposite and equal
position in two di!erent markets. The company mitigates its risk through some extent
through hedging.
MANAGERIAL REMUNERATION
The information required pursuant to Section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company is attached here as Annexure-V and forms a part of the Board's
Report.
There are no employees who are in receipt of remuneration in excess of the limit
specified under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. However, the remuneration paid to executive directors
is in violation of Section 197 read with Schedule V of the Companies Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism (Whistle Blower Policy). This policy is
formulated to provide a secure environment and to encourage the individuals to report
unethical, unlawful or improper practices, acts or activities that may be taking place in
the Company and to prohibit senior managerial personnel from taking any adverse action
against those individuals who report such practices in good faith.
CORPORATE GOVERNANCE
The Company has always taken adequate steps to adhere to all the stipulations laid down
in SEBI (LODR) Regulations, 2015. A report on Corporate Governance is included as a part
of this Annual Report. Compliance Certificate from M/s. KPA & Co., Practicing Company
Secretaries Firm confirming the compliance with the conditions of Corporate Governance as
stipulated under SEBI (LODR) Regulations, 2015 is included as a part of this report.
SYSTEM FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place the system for prevention of sexual harassment of women at
workplace in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 notified by the Ministry of Women & Child Development. This
system prohibits, prevents or deters the commission of acts of sexual harassment of women
at workplace and adequate procedures are in place for redressal of complaints pertaining
to sexual harassment. The Internal Audit Committee of the Company is authorized to
investigate the cases of sexual harassment of women at workplace.
During the year under review, no complaints have been received from any of the women
employees from any location or unit of the Company under Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
As required under Section 135 of Companies Act, 2013, the Company has constituted CSR
Committee. However, it is not required to spend any amount as CSR activities as the
Company is under loss.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Company does not have adequate internal financial controls with reference to
financial statements. During the year under review, such controls were tested and the
auditors have reportable material weakness in their report which is self explanatory and
does not require any further comments.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 and based on the reviews
performed by the management, the confirmation is hereby given for the Company having: a)
followed in the preparation of the annual accounts, the applicable accounting standards
with proper explanation relating to material departures; b) 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 a!airs of the
Company at the end of the financial year and of the profit and loss of the Company for
that period; c) taken proper and su"cient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; d) prepared the annual accounts on a going concern basis; e) not laid down
internal financial controls to be followed by the Company and that such internal financial
controls are inadequate and were not operating e!ectively; and f) not devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were inadequate, not operating e!ectively and the same are not being strengthened
on continuous basis from time to time.
INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS
The Independent Directors of the Company are not available hence no opinion can be
given on their integrity, expertise and experience.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis
Report is presented in separate section forming part of the Annual Report.
MATERIAL CHANGES & COMMITMENTS
On 29th July, 2019, the Resolution Professional had applied to Hon'ble
National Company Law Tribunal, Allahabad Bench for liquidation of Company since no
Resolution Plan was approved by the Committee of Creditors.
OTHER DISCLOSURE REQUIREMENTS
The disclosures and reporting with respect to issue of equity shares with
di!erential rights as to dividend, voting or otherwise is not applicable as the Company
has not issued any such shares during the reporting period.
The disclosures and reporting on issue of shares (including sweat equity shares
and issue of shares under Employees Stock Option Scheme) to employees of the Company under
any scheme are not applicable as the Company has not issued any such shares during the
reporting period.
As far as possible, the Company has complied with the applicable provisions of
Secretarial Standards SS-1 and SS-2.
There is no change in the nature of the business of the Company.
ACKNOWLEDGMENT
The Board of Directors (suspended during CIRP) wish to express appreciation for the
support and co-operation of the Committee of Creditors, various departments of Central and
State Governments, Bankers, Financial Institutions, Suppliers, Employees and Associates.
For JVL Agro Industries Limited
(Company under Corporate Insolvency Resolution Process)
Ramesh Chander Garg
(Chief Financial O!cer)
Date: 16th March, 2020 Place: Kolkata
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the Financial Year ended on 31st March, 2019
[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 |
L15140UP1989PLC011396 |
Registration Date |
17/11/1989 |
Name of the Company |
JVL Agro Industries Limited |
Category/Sub-Category of the Company |
Listed Public Limited Company |
Address of the Registered O!ce & Contact Details |
Village Tilmapur, Ghazipur Road, Ashapur, Varanasi 221007 (U.P.)
India |
Whether Listed Company |
Yes on BSE Limited & National Stock Exchange of India Limited |
Name, Address and Contact Details of Registrar |
MCS Share Transfer Agent Limited |
& Transfer Agents (RTA), if any |
Sri Venktesh Bhavan |
|
F-65, 1st Floor, Okhla Industrial Area, Phase-I, |
|
New Delhi 110020 |
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
Sl. No. Name and Description of main products/services |
NIC Code of the product/service |
% to Total Turnover of the Company |
1 Manufacture and sale of vegetable oils and fats (other than
hydrogenated) |
1040 |
100.00% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. No. Name and Address of the Company |
CIN/GLN |
Holding /Subsidiary/ Associate |
% of Shares held |
Applicable Section |
1 JVL Overseas Pte. Ltd. No: 1 North Bridge Road, #18-07, High Street
Centre, Singapore 179094 |
200714169R |
Subsidiary |
99.99 |
2(87) |
2. JVL Mega Food Park Private Limited |
U15400UP2014PTC064008 |
Associate |
25% |
2(6) |
3. Adamjee Extraction Private Limited |
Sri Lanka |
Associate |
25% |
2(6) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
|
Statement Showing Shareholding Pattern |
|
Category code Category of Shareholder |
Number of Shareholders |
Total number of shares |
Number of shares held in dematerialized form |
Total shareholding as a percentage of total number of
shares As a % of As a % of |
Shares pledged or otherwise encumbered Number of As a |
|
|
|
|
(A+B)1 |
(A+B+C) |
shares |
percentage |
|
|
|
|
|
|
|
(IX)= (VIII)/ |
(I) (II) |
(III) |
(IV) |
(V) |
(VI) |
(VII) |
(VIII) |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
(IV)*100 |
1 Indian |
|
|
|
|
|
|
|
(a) Individuals/ Hindu |
8 |
26609637 |
26609637 |
15.84 |
15.84 |
20065430 |
75.41 |
Undivided Family |
|
|
|
|
|
|
|
(b) Central Government/ |
- |
- |
- |
- |
- |
- |
- |
State Government(s) |
|
|
|
|
|
|
|
(c) Bodies Corporate |
4 |
58757388 |
58757388 |
34.99 |
34.99 |
16075000 |
27.36 |
|
Statement Showing Shareholding Pattern |
|
|
Category code Category of Shareholder |
Number of Shareholders |
Total number of shares |
Number of shares held in dematerialized form |
Total shareholding as a percentage of total number of
shares |
Shares pledged or otherwise encumbered |
|
|
|
|
As a % of (A+B)1 |
As a % of (A+B+C) |
Number of shares |
As a percentage |
|
|
|
|
|
|
|
(IX)= (VIII)/ |
(I) (II) |
(III) |
(IV) |
(V) |
(VI) |
(VII) |
(VIII) |
|
|
|
|
|
|
|
|
(IV)*100 |
(d) Financial institutions/ |
- |
- |
- |
- |
- |
- |
- |
Banks |
|
|
|
|
|
|
|
(e) Any Others (Specify) |
|
|
|
|
|
|
|
(e-i) JVL Sewa Trust |
1 |
7419000 |
7419000 |
4.42 |
4.42 |
- |
- |
Sub Total(A)(1) |
13 |
92786025 |
92786025 |
55.25 |
55.25 |
36140430 |
38.95 |
2 Foreign |
|
|
|
|
|
|
|
(a) Individuals (Non- |
- |
- |
- |
- |
- |
- |
- |
Residents Individuals/ |
|
|
|
|
|
|
|
Foreign Individuals) |
|
|
|
|
|
|
|
(b) Bodies Corporate |
- |
- |
- |
- |
- |
- |
- |
(c) Institutions |
- |
- |
- |
- |
- |
- |
- |
(d) Qualified Foreign Investor |
- |
- |
- |
- |
- |
- |
- |
(e) Any Others (Specify) |
- |
- |
- |
- |
- |
- |
- |
Sub Total(A)(2) |
0 |
0 |
0 |
0.00 |
0.00 |
0 |
0.00 |
Total Shareholding of |
13 |
92786025 |
92786025 |
55.25 |
55.25 |
36140430 |
38.95 |
Promoter and Promoter |
|
|
|
|
|
|
|
Group (A)= (A)(1)+(A)(2) |
|
|
|
|
|
|
|
(B) Public Shareholding |
|
|
|
|
|
|
|
1 Institutions |
|
|
|
|
|
|
|
(a) Mutual Funds/ UTI |
- |
- |
- |
- |
- |
- |
- |
(b) Financial Institutions / |
5 |
85233 |
6233 |
0.05 |
0.05 |
- |
- |
Banks |
|
|
|
|
|
|
|
(c) Central Government/ |
- |
- |
- |
- |
- |
- |
- |
State Government(s) |
|
|
|
|
|
|
|
(d) Venture Capital Funds |
- |
- |
- |
- |
- |
- |
- |
(e) Insurance Companies |
- |
- |
- |
- |
- |
- |
- |
(f) Foreign Institutional |
2 |
19790683 |
19790683 |
11.78 |
11.78 |
- |
- |
Investors |
|
|
|
|
|
|
|
(g) Foreign Venture Capital |
- |
- |
- |
- |
- |
- |
- |
Investors |
|
|
|
|
|
|
|
(h) Qualified Foreign Investor |
- |
- |
- |
- |
- |
- |
- |
(i) Any Other (specify) |
- |
- |
- |
- |
- |
- |
- |
Bodies Corporate |
4 |
22435318 |
22435318 |
13.36 |
13.36 |
- |
- |
Sub-Total (B)(1) |
11 |
42311234 |
42311234 |
25.19 |
25.19 |
- |
- |
2 Non-Institutions |
|
|
|
|
|
|
|
(a) Bodies Corporate |
223 |
2501531 |
2477531 |
1.49 |
1.49 |
- |
- |
(b) Individuals |
|
|
|
|
|
|
|
i. Individual shareholders |
19958 |
27839841 |
26157721 |
16.58 |
16.58 |
- |
- |
holding nominal share |
|
|
|
|
|
|
|
capital up to ` 2 lakh |
|
|
|
|
|
|
|
ii. Individual shareholders |
5 |
1557196 |
1557196 |
0.93 |
0.93 |
- |
- |
holding nominal share |
|
|
|
|
|
|
|
capital in excess of ` 2 |
|
|
|
|
|
|
|
lakh |
|
|
|
|
|
|
|
(c) Qualified Foreign Investor |
- |
- |
- |
- |
- |
- |
- |
(d) NRI with Repat |
149 |
448531 |
448531 |
0.27 |
0.27 |
- |
- |
(e) NRI without Repat |
61 |
152923 |
152923 |
0.09 |
0.09 |
- |
- |
(f) Any Other (specify) |
|
|
|
|
|
|
|
i. Trust & Foundations |
1 |
321869 |
321869 |
0.19 |
0.19 |
- |
- |
ii. NBFCs registered with RBI |
2 |
20850 |
20850 |
0.01 |
0.01 |
- |
- |
Sub-Total (B)(2) |
20399 |
32842741 |
31136621 |
19.56 |
19.56 |
- |
- |
Total Public Shareholding |
20410 |
75153975 |
73340855 |
44.75 |
44.75 |
- |
- |
(B)= (B)(1)+(B)(2) |
|
|
|
|
|
|
|
TOTAL (A)+(B) |
20423 |
167940000 |
166154880 |
100.00 |
100.00 |
- |
- |
(C) Shares held by Custodians and against which Depository Receipts have been issued |
|
|
|
|
|
|
|
1 Promoter and Promoter |
- |
- |
- |
- |
- |
- |
- |
Group |
|
|
|
|
|
|
|
2 Public |
- |
- |
- |
- |
- |
- |
- |
Sub-Total (C) |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
GRAND TOTAL |
20423 |
167940000 |
166154880 |
100.00 |
100.00 |
36140430 |
38.95 |
(A)+(B)+(C) |
|
|
|
|
|
|
|
(ii) Shareholding of Promoters
|
Shareholding at the beginning of the year |
Shareholding at the end of the year |
|
Sl. No. Shareholder's Name |
No. of Shares |
% of total Shares of the company |
% of Shares pledged/ encumbered as a % of entire share capital of the
Company |
No. of shares |
% of total shares of the company |
% of Shares pledged/ encumbered as a % of entire share capital of the
Company |
% of change in shareholding during the year |
1. Mr. Dinanath Jhunjhunwala |
6225200 |
3.71 |
1.79 |
6225200 |
3.71 |
3.71 |
- |
2. Mr. Satya Narayan Jhunjhunwala |
4465780 |
2.66 |
1.19 |
4465780 |
2.66 |
2.66 |
- |
3. Mrs. Anju Jhunjhunwala |
4909300 |
2.92 |
- |
4909300 |
2.92 |
2.92 |
- |
4. Mrs. Kishori Devi Jhunjhunwala |
3296620 |
1.96 |
- |
3296620 |
1.96 |
- |
- |
5. Mrs. Uma Jhunjhunwala |
20000 |
0.01 |
- |
20000 |
0.01 |
- |
- |
6. Mr. Vishwanath Jhunjhunwala |
2716087 |
1.62 |
- |
2716087 |
1.62 |
- |
- |
7. Vishwanath Jhunjhunwala HUF |
511500 |
0.30 |
- |
511500 |
0.30 |
- |
- |
8. Mr. Adarsh Jhunjhunwala |
4465150 |
2.66 |
- |
4465150 |
2.66 |
2.66 |
- |
9. Nilambar Trexim & Credit (P) Ltd. |
16912900 |
10.07 |
- |
16912900 |
10.07 |
- |
- |
10. Jhunjhunwala Gases Pvt. Ltd. |
16075000 |
9.57 |
- |
16075000 |
9.57 |
- |
- |
11. Aryan Multibusiness Pvt. Ltd. |
12000000 |
7.15 |
- |
12000000 |
7.15 |
- |
- |
12. JVL Sewa Trust |
7419000 |
4.42 |
- |
7419000 |
4.42 |
- |
- |
13. Paharia Markets and Investment |
13769488 |
8.20 |
- |
13769488 |
8.20 |
- |
- |
Pvt. Ltd. |
|
|
|
|
|
|
|
Total |
92786025 |
55.25 |
2.98 |
92786025 |
55.25 |
11.95 |
- |
(iii) Change in Promoter's Shareholding as on 31/03/2019 (please specify, if there is
no change)
|
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
Particulars |
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 Promoters Shareholding
during the Year specifying the reasons for increase/decrease (e.g.
allotment/transfer/bonus/sweat/equity etc.) |
No changes during the year (92786025 fully paid equity
shares of `1/- each) |
At the end of the year |
No changes during the year (92786025 fully paid equity
shares of `1/- each) |
(iv) Shareholding Pattern of top ten Shareholders as on 31/03/2019 (other than
Directors, Promoters and Holders of GDRs and ADRs)
|
Shareholding at the beginning of the year |
Shareholding at the end of the year |
Sl. No. For Each of the Top 10 Shareholders |
No of shares |
% of total shares of the Company |
No. of shares |
% of total shares of the Company |
1. ERISKA INVESTMENT FUND LTD |
13319370 |
7.93 |
11914198 |
7.09 |
2. ASIA INVESTMENT CORPORATION (MAURITIUS) LTD |
8551340 |
5.09 |
7876485 |
4.69 |
3. UTTAR PRADESH CARBON AND CHEMICALS LTD |
7530100 |
4.48 |
7530100 |
4.48 |
4. JASRAPURIA SILK MILLS PVT LTD |
7216218 |
4.29 |
7216218 |
4.29 |
5. SUBHAM COAL PROCESSORS PVT LTD |
4887000 |
2.91 |
4887000 |
2.91 |
6. BENNETT, COLEMAN AND COMPANY LTD |
2887537 |
1.71 |
2802000 |
1.67 |
7. KARVY STOCK BROKING LTD |
527000 |
0.31 |
562294 |
0.33 |
8. NEELAM AGARWAL |
963281 |
0.57 |
515214 |
0.30 |
9. USHA MANOHAR SHETTY |
370000 |
0.22 |
370000 |
0.22 |
10. ANIRUDHA BUBNA TRUST |
321869 |
0.19 |
321869 |
0.19 |
(v) Shareholding of Directors and Key Managerial Personnel
Sl. No. For Each of the Directors and KMP |
Shareholding at the beginning of the year |
Shareholding at the end of the year |
|
No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
1. Dina Nath Jhunjhunwala |
6225200 |
3.71 |
6225200 |
3.71 |
2. Satya Narayan Jhunjhunwala |
4465780 |
2.66 |
4465780 |
2.66 |
3. Adarsh Jhunjhunwala |
4465150 |
2.66 |
4465150 |
2.66 |
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 |
993.59 |
- |
- |
993.59 |
ii) Interest due but not paid |
- |
- |
- |
- |
iii) Interest accrued but not due |
- |
- |
- |
- |
Total (i+ii+iii) |
993.59 |
- |
- |
993.59 |
Change in Indebtedness during the financial year |
|
|
|
|
*Addition |
980.13 |
- |
- |
980.13 |
*Reduction |
- |
- |
- |
- |
Net Change |
980.13 |
- |
- |
980.13 |
Indebtedness at the end of the financial year |
|
|
|
|
i) Principal Amount |
1,973.72 |
- |
- |
1,973.72 |
ii) Interest due but not paid |
- |
- |
- |
- |
iii) Interest accrued but not due |
- |
- |
- |
- |
Total (i +ii+iii) |
1,973.72 |
- |
- |
1,973.72 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
A. Remuneration to Managing Director, Whole-time Directors and/or Manager
Sl. No. Particulars of Remuneration |
Mr. Dina Nath Jhunjhunwala, Executive Chairman |
Mr. Satya Narayan Jhunjhunwala, Managing Director |
Mr. Adarsh Jhunjhunwala, Whole Time Director |
Total Amount |
1 Gross salary |
|
|
|
|
(a) Salary as per provisions contained in section |
525,000 |
660,000 |
680,000 |
1,865,000 |
17(1) of the Income Tax Act, 1961 |
|
|
|
|
(b) Value of perquisites u/s 17(2) Income Tax Act, |
- |
- |
- |
- |
1961 |
|
|
|
|
(c) Profits in lieu of salary under section 17(3) |
- |
- |
- |
- |
Income tax Act, 1961 |
|
|
|
|
2 Stock Option |
- |
- |
- |
- |
3 Sweat Equity |
- |
- |
- |
- |
4 Commission |
|
|
|
|
- as % of profit |
- |
- |
- |
- |
- others, specify |
- |
- |
- |
- |
5 Others, please specify |
- |
- |
- |
- |
Total (A) |
525,000 |
660,000 |
680,000 |
1,865,000 |
Ceiling as per the Act |
|
|
|
|
B. Remuneration to other Directors
I. Independent Directors :
Particulars of Remuneration |
Total Amount |
|
(`) |
Fee for attending Board / Committee Meetings |
- |
Commission |
- |
Others |
- |
Total B (I) |
- |
Ceiling as Per Act |
|
II. Other Non-Executive Directors :
Particulars of Remuneration |
Total Amount |
|
(`) |
Fee for attending Board / Committee Meetings |
- |
Commission |
- |
Others |
- |
Total B (II) |
- |
Total B (I + II) |
- |
Ceiling as Per Act |
|
C. Remuneration to Key Managerial Personnel other than MD /MANAGER / WTD :
Sl No.. Particulars of Remuneration |
Name of Key Managerial Personnel |
Total |
|
Mr. Kartik Agrawal, Company Secretary |
Mr. R. C. Garg, Chief Financial O!cer |
Amount (`) |
1 Gross Salary |
|
|
|
a) Salary as per provisions contained in Section 17(1) of the Income
Tax Act, 1961 |
743,065 |
790,282 |
1,533,347 |
b) Value of perquisites under Section 17(2) of the |
- |
- |
- |
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 (C) |
743,065 |
790,282 |
1,533,347 |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
Type |
Section of the Brief Details of Penalty Authority Appeal made, Companies Description /
Punishment/ [RD / NCLT / if any (give Act Compounding COURT] details) fees imposed |
A. COMPANY |
|
Penalty |
The National Company Law Tribunal ("NCLT"), Allahabad Bench vide order dated
25th |
Punishment |
July, 2018 ("Insolvency Commencement Order") has initiated Corporate
Insolvency |
Compounding |
Resolution Process ("CIRP") based on petition filed by Standard Chartered
Bank under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code").
Mr Avishek Gupta (IP Registration No. IBBI/IPA-003/IP-N000135/2017-18/11499) was appointed
as Interim Resolution Professional (IRP) to manage a!airs of the Company in accordance
with the provisions of the Code. In the first meeting of Committee of Creditors held on
Thursday, 23rd August, 2018, appointment of Mr Gupta as Resolution Professional
(RP) was disapproved. Vide order dated 10th September, 2018 of the Hon'ble
Tribunal, Mr Supriyo Kumar Chaudhuri (IP Registration No.
IBBI/IPA-001/IP-P00644/2017-18/11098) was appointed as Resolution Professional (RP) to
manage a!airs of the Company in accordance with the provisions of the Code, since the
Company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the
Insolvency & Bankruptcy Code, from the date of appointment of the Resolution
Professional. |
B. DIRECTORS |
|
Penalty |
The National Company Law Tribunal ("NCLT"), Allahabad Bench vide order dated
25th |
Punishment |
July, 2018 ("Insolvency Commencement Order") has initiated Corporate
Insolvency |
|
Resolution Process ("CIRP") based on petition filed by Standard Chartered
Bank under |
Compounding |
Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr
Avishek Gupta (IP Registration No. IBBI/IPA-003/IP-N000135/2017-18/11499) was appointed as
Interim Resolution Professional (IRP) to manage a!airs of the Company in accordance with
the provisions of the Code. In the first meeting of Committee of Creditors held on
Thursday, 23rd August, 2018, appointment of Mr. Gupta as Resolution
Professional (RP) was disapproved. Vide order dated 10th September, 2018 of the
Hon'ble Tribunal, Mr Supriyo Kumar Chaudhuri (IP Registration No.
IBBI/IPA-001/IP-P00644/2017-18/11098) was appointed as Resolution Professional (RP) to
manage a!airs of the Company in accordance with the provisions of the Code, since the
Company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the
Insolvency & Bankruptcy Code, from the date of appointment of the Resolution
Professional. |
C. OTHER OFFICERS IN DEFAULT |
|
Penalty |
|
Punishment |
N.A. |
Compounding |
|
|