DIRECTORS' REPORT
To,
The Members,
ZENLABS ETHICA LIMITED
Chandigarh.
Your Directors have great pleasure in presenting 25th Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2018.
1. FINANCIAL RESULTS:
(Amount in lacs)
|
Particulars
|
Year ended on 31-03-2018
|
Year ended on 31-03-2017
|
|
Total Income
|
7193.43
|
8123.76
|
|
Net Profit/Loss(before depreciation and Tax)
|
185.63
|
143.19
|
|
Less: Depreciation
|
20.25
|
20.40
|
|
Net Profit/Loss before Tax
|
165.38
|
122.79
|
|
Less:
|
|
|
|
Current Tax
|
52.49
|
24.35
|
|
Deferred Tax
|
-3.49
|
3.27
|
|
Net Profit/ (Loss) after Tax
|
116.38
|
95.16
|
|
Balance b/f from Previous Year
|
(40.75)
|
(141.20)
|
|
Less: Dividend paid F.Y. 2017-18
|
(18.59)
|
-
|
|
Less: Provision of Income Tax
|
(1.08)
|
(5.28)
|
|
MAT credit recognised
|
23.27
|
-
|
|
Balance c/f to Balance Sheet
|
81.38
|
(40.76)
|
2. TRANSFER TO RESERVES:
During the financial year 2017-18 the Company has transferred Rs. 1,16,37,813 (profit after tax) to the general reserves.
3. OPERATIONS
The Company had earned a profit of Rs. l,16,37,813/-from its operation during the year.
4. DIVIDEND
In view to expand the business of the company, the Directors of the Board do not recommend any dividend.
5. CHANGES IN SHARE CAPITAL. IF ANY
During the year under review, there has been no change in Company's share capital.
The authorised capital of company is Rs. 7 crores (Rupees Seven Crore only) divided into 70,00,000 (Seventy Lakhs only) equity shares of Rs. 10/-(Rupees Ten only).
Company's paid up share capital is Rs. 6,20,00,140/- (Rupees Six Crore Twenty Lakhs One Hundred and Forty only) divided into 62,00,014 (Sixty Two Lakh Fourteen only) equity shares of Rs. 10 each.
6. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rulel2 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure A and is attached to this Report
7. NUMBER OF BOARD MEETINGS
6(Six) meeting of the Board were held during the year. The Board met on 27th May, 2017, 03rd August, 2017, 30thAugust, 2017, 30th October, 2017, 06th November, 2017 and 23rd january, 2018. The gap between two meetings did not exceed 120 days.
|
Sr. No.
|
Name of Director
|
Number of meetings during the financial year 2017-18
|
|
Entitled to Attend
|
Attended
|
|
1
|
Mr. Sanjeev Kumar
|
6
|
5
|
|
2
|
Mr. Satish Kumar
|
6
|
6
|
|
3
|
Mr. Harpreet Singh Kalra
|
6
|
5
|
|
4
|
Mr. Pawan Sharma
|
6
|
6
|
|
5
|
Ms. Him Jyoti
|
6
|
6
|
|
6
|
Mr. Ashok Kumar Gupta
|
6
|
6
|
|
7
|
Mr. Narang Singh
|
6
|
2
|
|
8
|
Mr. Chander Sheel Baweja
|
6
|
6
|
|
9
|
Mr. Sanjay Dhir
|
6
|
4
|
|
10
|
Mr. Anurag Malhotra
|
6
|
6
|
8. AUDIT COMMITTEE:
The Board has constituted the Audit Committee in terms of the requirements of the Companies Act, 2013. During the year Audit committee met 5 (Five) times.
The Audit Committee met on 27th May, 2017, 03rd August, 2017, 30th August, 2017, 06th November, 2017 and 23rd January, 2018 with the following members:
|
Sr. No.
|
Name
|
Number of meetings during the financial year 2017-18
|
|
Entitled to Attend
|
Attended
|
|
1
|
Mr. Pawan Sharma (Chairman & Member)
|
5
|
5
|
|
2
|
Mr Satish Kumar (Member)
|
5
|
5
|
|
3
|
Mr Ashok Kumar Gupta (Member)
|
5
|
5
|
9. NOMINATION AND REMUNERATION COMMITTEE
The Board has constituted the Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013.
During the year Nomination and Remuneration Committee met 2 times. The Nomination and Remuneration Committee reconstituted on August 11, 2016.
The committee met on 24th August, 2017 and 13th February, 2018 with following members:
|
Sr. No.
|
Name
|
Number of meetings during the financial year 2017-18
|
|
Entitled to Attend
|
Attended
|
|
1
|
Mr. Pawan Sharma [Chairman & Member]
|
2
|
2
|
|
2
|
Mr. Ashok Kumar Gupta [Member]
|
2
|
2
|
|
3
|
Mr. Chander Sheel Baweja [Member]
|
2
|
2
|
10. STAKEHOLDER RELATIONSHIP COMMITTEE
The Board has constituted the stakeholder relationship Committee in terms of the requirements of the Companies Act, 2013. During the year stakeholder relationship Committee met 7 times.
The committee met on 27th May, 2017, 03rd August, 2017, 06th November, 2017, 23rd January, 2018, 29th January, 2018, 23rd February, 2018 and 23rd March, 2018 with the following members:
|
Sr. No.
|
Name
|
Number of meetings during the financial year 2017-18
|
|
Entitled to Attend
|
Attended
|
|
1
|
Mr. Pawan Sharma[Chairman]
|
7
|
7
|
|
2
|
Mr. Sanjeev Kumar [Member]
|
7
|
6
|
|
3
|
Ms. Him Jyoti [Member]
|
7
|
7
|
|
4
|
Mr Ashok Kumar Gupta [Member]
|
7
|
7
|
11. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 [7] of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
12. AUDITORS:
M/s. Vijay Darji and Associates, Chartered Accountants, Mumbai (Firm Registration No. 118614W), who are the statutory auditors of the Company, hold office until the conclusion of the AGM to be held in 2021 and are eligible for re-appointment. Members of the Company at the AGM held on September 29, 2017 had approved the appointment of M/s. Vijay Darji and Associates, as the Statutory Auditors for a period of five financial years i.e., up to 31 March, 2021. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM.
The auditor's report does not contain any qualifications, reservation or adverse remark.
13. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:
i. That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.
ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going concern basis.
v. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating
vi. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2017-18.
14. SECRETARIAL AUDITOR & REPORT
The Board of Directors of the Company had appointed M/s. Shivhari Jalan, Whole time Practicing Company Secretary to conduct the Secretarial Audit for the financial year 2017-2018. The Secretarial audit report for the financial year ended 31st March, 2018 is Annexure B to this Report.
The Observations given by Secretarial Auditor in his Secretarial Audit Report are self-explanatory and do not call for further explanations.
15. PUBLIC DEPOSITS:
During the period under review the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 are not applicable.
16. PARTICULARS OF EMPLOYEES:
None of the employees of the Company were in receipt of remuneration in excess of limits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.The information required under Section 197 of the Act read with rule 5(1) & rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure 'E'
17. CORPORATE GOVERNANCE:
The company falls under the criteria 15(2) (a) of the SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 as the Paid up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.
As on 31st March, 2018, the Company's Paid up Capital is of Rs. 6,20,00,140/- (Rupees Six Crore Twenty Lakhs One Hundred Forty only) and Net worth is of Rs. 7,01,38,811/- (Rupees Seven Crore One Lakh Thirty Eight Thousand Eight Hundred and Eleven Only).
Hence, compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.
18. INDEPENDENT DIRECTORS MEETING/ BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors was held on March 20, 2018, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the period under review, Ms. Harmilan Kaur has been appointed as Company Secretary (CS) of the Company w.e.f August 3, 2017.
During the year Mr. Harpreet Singh (DIN-00834180) Director of the Company is retiring by rotation & being eligible offers herself for re-appointment.
Mr. Sanjeev Kumar Managing Director, Mr. Sanjay Dhir, CFO and Ms. Harmilan Kaur, Company Secretary are Key Managerial person as on 31st March, 2018 as per the Companies Act, 2013.
20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud free and corruption free work culture has been the core of the company's functioning. To meet this objective, the company has formed a Whistle Blower Policy and is available on the Company website atwww.zenlabsethica.com.
21. SUBSIDIARIES/ ASSOCIATES/1OINT VENTURES
The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies Act, 2013.
22. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988.
The Provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption do not apply to your company for the period under review. However, the management has taken all the necessary steps to conserve the resources to the extent possible.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The transactions entered into with related parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on arm's length basis, and did not attract provisions of Section 188 of Companies Act, 2013. The details as required pursuant to clause (h) of sub section (3) of Section 134 of Companies Act, 2013 in Form 'AOC-2' attached herewith as per Annexure C.
24. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013
The particulars of loans, guarantees and investments have been disclosed in the financial Statements as on 31st March, 2018.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.
26. RISK MANAGEMENT POLICY
The Company has adopted a Policy on Risk Management, to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company's business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders passed by the Regulators or Courts or tribunals during the financial year which would impact the going concern status of the Company and its future operations.
28. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS
There are adequate systems of internal financial controls in the Company pursuant to provisions of Section 134(q) r/w Rule 8(5)(viii) of Companies (Accounts) Rules, 2014. The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the companies Policies, the safeguarding of its assets, prevention and detection of frauds, and accuracy of the accounting records and timely preparation of financial disclosures.
The Company has appointed M/s Anu & Associates, Chartered Accountants, as Internal Auditors for the financial year 2018-19.
The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.
Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committees of the Board.
29. CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding corporate social responsibility do not apply to the company for the period under review.
30. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013
During the period under review, no complaints were received under the policy for prohibition, prevention and Redressal of sexual harassment of the women at work place.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and analysis report as per Regulation 34 of the SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 is annexed to this Board Report Annexure D.
32. ACKNOWLEDGEMENTS:
Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors 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 executives, staff and workers of the Company.
| |
On behalf of the Board
|
| |
For Zenlabs Ethica Limited
|
| |
Sd/-
|
|
Date: 25th August, 2018
|
Sanjeev Kumar
|
|
Place: Chandigarh.
|
Managing Director
|
| |
DIN: 01154896
|
Annexure~A
FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN As on the financial year ended 31.03.2018
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I.REGISTRATION AND OTHER DETAILS:
|
I
|
CIN
|
L74900CH1993PLC033112
|
|
ii
|
Registration Date
|
20/07/1993
|
|
iii
|
Name of the Company
|
Zenlabs Ethica Limited
|
|
iv
|
Category/Sub-Category of the Company
|
Company limited by Shares / Non-govt company
|
|
V
|
Whether listed Company (Yes/No)
|
Yes (BSE Limited)
|
|
vi
|
Address of the Registered Office and contact details
|
Plot No.194-195, 3rd Floor, Industrial Area, Phase II, Ram Darbar, Chandigarh 160002
|
|
vii
|
Name, Address and Contact details of Registrar and Transfer Agent, if any
|
Bigshare Services Pvt Ltd
Bharat Tin Works Building, 1st Floor Opp. Vasant Oasis, Next to Keys Hotel Makwana Road, Andheri - East Mumbai - 400059 Tel.: 022 - 62638200 E-Mail: investor@bigshareonline.com
|
II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
|
Sr. No.
|
Name and Description of Main Product/Services
|
NIC Code of the Product
|
% to total turnover of the Company
|
|
1
|
Wholesale of pharmaceutical and medical goods
|
46497
|
100
|
III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-
|
Sr. No.
|
Name and Address of the Company
|
CIN/GIN
|
Holding/ Subsidiary / Associate
|
% of Shares held
|
Applicable Section
|
| |
N.A.
|
N.A.
|
N.A.
|
N.A.
|
N.A.
|
IV. SHAREHOLDING 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 i.e. 01-04-2017
|
No. of Shares held at the end of the year i.e. 31-03-2018
|
% Change during Ihe year
|
| |
Demat
|
Physical
|
Total
|
% of Total Shares
|
Demat
|
Physical
|
Total
|
% of Tola Shares
|
|
|
A. Promoters
|
|
(1) Indian
|
|
|
|
|
|
|
|
|
|
|
a) Individual/HUF
|
2582514
|
0
|
2582514
|
41.65
|
2282514
|
0
|
2282514
|
36.81
|
(4.84)
|
|
b] Central Govt.
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
c) State Govt (s).
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
d) Bodies Corp.
|
1612650
|
0
|
1612650
|
26.01
|
1908075
|
0
|
1908075
|
30.78
|
4.76
|
|
e) Bank/FI
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
f) Any Other
|
|
|
|
|
|
|
|
|
|
|
Sub-Total(A)(l)
|
4195164
|
0
|
4195164
|
67.66
|
4190589
|
0
|
4190589
|
67.59
|
(0.07)
|
|
(2) Foreign
|
|
|
|
|
|
|
|
|
|
|
a] NRIs-Individuals
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
b] Other-
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
el Bodies Corp.
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
d] Bank/FI
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
e) Any Other
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Sub-Total(A)(2)
|
|
|
|
|
|
|
|
|
|
|
Total shareholding of Promoter (A)(A)(1) (A)(2)
|
4195164
|
0
|
4195164
|
67.66
|
4190589
|
0
|
4190589
|
67.59
|
(0.07)
|
|
B. Public Shareholding
|
|
1. Institutions
|
|
|
|
|
|
|
|
|
|
|
a] Mutual Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
b] Bank/FI
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
c) Central Govt.
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
d) State Govt(s).
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
e) Venture Capital Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
f) Insurance Companies
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
g) FIIs
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
h) Foreign Venture Capital Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
i)Others(specify)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Sub-Total(B)(l)
|
|
|
|
|
|
|
|
|
|
|
2.Non-Institutions
|
|
|
|
|
|
|
|
|
|
|
a)Bodies Corp.
|
|
|
|
|
|
|
|
|
|
|
i)Indian
|
394133
|
6500
|
400633
|
6.46
|
330427
|
6500
|
336927
|
5.43
|
(1.03)
|
|
i)0verseas
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
b) Individuals
|
|
|
|
|
|
|
|
|
|
|
i) Individual shareholders holding nominal share capital upto Rs.l lakh
|
387796
|
324500
|
712296
|
11.49
|
417229
|
315100
|
732329
|
11.81
|
0.32
|
|
ii) Individual shareholders holding nominal share capital in excess of Rs.l lakh
|
719255
|
71700
|
790955
|
12.76
|
834228
|
61600
|
895828
|
14.45
|
1.69
|
|
c)Others(specify)
|
|
|
|
|
|
|
|
|
|
|
i)Clearing Member
|
43525
|
0
|
43525
|
0.70
|
42551
|
0
|
42551
|
0.69
|
(0.02)
|
|
ii)0verseas Bodies Corporate
|
53940
|
0
|
53940
|
0.87
|
53940
|
0
|
0
|
0
|
(0.87)
|
|
iii) Non Resident Indians (NRI)
|
2751
|
0
|
2751
|
0.04
|
0
|
0
|
0
|
0
|
(0.04)
|
|
v) Non Resident Indians (Repat)
|
500
|
0
|
500
|
0.01
|
1590
|
0
|
1590
|
0.03
|
0.02
|
|
iv) Non Resident Indians (Non Repat)
|
250
|
0
|
250
|
0.00
|
200
|
0
|
200
|
0.00
|
(0.00)
|
| |
|
|
|
|
|
|
|
Total Public shareholding (B)(B)(1) (B)(2)
|
1602150
|
402700
|
2004850
|
32.34
|
1626225 383200
|
2009425
|
32.41
|
0.07
|
|
Shares held by Custodian for GDRs & ADRs
|
| |
|
|
|
|
|
|
|
|
|
Grand Total (A B C)
|
5797314
|
402700
|
6200014
|
100.00
|
5816814 383200
|
6200014
|
100.00
|
0.00
|
(ii) Shareholding of Promoters
|
Sr. No.
|
Shareholder's Name
|
Shareholding at the beginning of the year 01-04-2017
|
Shareholding at the end of the year i.e. 31-03-2018
|
% change in shareholding During the year
|
| |
|
No. of Shares
|
% of total Shares of the company
|
% of Shares Pledged/ encumberec to total shares
|
No. of Shares
|
% of total Shares Of the company
|
% of Shares Pledged/ encumbered to total shares
|
|
|
1.
|
Preet Remedies Pvt Ltd
|
16,12,650
|
26.01
|
0.00
|
19,08,075
|
30.78
|
0.00
|
4.76
|
|
2.
|
Sanjeev Kumar
|
731626
|
11.80
|
0
|
646626
|
10.43
|
0
|
(1.37)
|
|
3.
|
Satish Kumar
|
387378
|
6.25
|
0
|
342378
|
5.52
|
0
|
[0.73]
|
|
4.
|
Harpreet Singh Kalra
|
731626
|
11.80
|
0
|
646626
|
10.43
|
0
|
(1.37)
|
|
5.
|
Sanjay Dhir
|
731884
|
11.80
|
0
|
646884
|
10.43
|
0
|
(1.37)
|
| |
Total
|
4195164
|
67.66
|
0.00
|
4190589
|
67.59
|
0.00
|
(0.07)
|
(iii) Change in Promoters' Shareholding (please specify, if there is no change)
|
Sr. No.
|
Name of Shareholder
|
Shareholding at the beginning of the year
|
Changes during the year
|
Cumulative Shareholding during the year
|
Shareholding at the end of the year
|
| |
|
No. of shares
|
% of total shares of the company
|
Date of change in shareholding
|
Changes during the year
|
No. of shares
|
% of total shares of the company
|
|
|
1.
|
Sanjeev Kumar
|
731626
|
11.80
|
13.04.2017
|
(85000)
|
646626
|
10.43
|
646626
|
|
2.
|
Satish Kumar
|
387378
|
6.25
|
|
40000
|
342378
|
5.52
|
342378
|
| |
|
|
|
13.04.2017
|
(85000)
|
|
|
|
|
3.
|
Harpreet Singh Kalra
|
731626
|
11.80
|
13.04.2017
|
(85000)
|
646626
|
10.43
|
646626
|
|
4.
|
Sanjay Dhir
|
731884
|
11.80
|
13.04.2017
|
(85000)
|
646884
|
10.43
|
646884
|
|
5.
|
Preet Remedies 16,12,650 26.01 Pvt Ltd
|
13.04.2017
|
300000
|
1908075
|
26.01
|
16,12,650
|
|
04.08.2017
|
(2)
|
|
|
|
|
01.09.2017
|
(4575)
|
|
|
|
Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
|
Sr. No.
|
|
Shareholding at the beginning of the year 01-04-2017
|
Date
|
Reason
|
Increase /Decrease
|
Shareholding at the end of the year as at 31-03-2018
|
| |
For Each of the Top 10 Shareholders
|
No. of Shares
|
% of total Shares of the company
|
Shares
|
% of total Shares
|
No. of Shares
|
% of total Shares of the company
|
|
1.
|
ARVIND RAMGOPAL BOHRA
|
82,000
|
1.32
|
1.32
|
Transfer
|
0
|
0
|
82000
|
1.32
|
| |
|
|
|
21-Apr-17
|
Transfer
|
-1000
|
-0.01
|
81000
|
1.31
|
| |
|
|
|
23-Jun-17
|
Transfer
|
1498
|
0.02
|
82498
|
1.33
|
| |
|
|
|
11-Aug-17
|
Transfer
|
-500
|
-0.008
|
81998
|
1.32
|
| |
|
|
|
15-Sep-17
|
Transfer
|
-998
|
-0.01
|
81000
|
1.31
|
| |
|
|
|
13-0ct-17
|
Transfer
|
650
|
0.01
|
81650
|
1.32
|
| |
|
|
|
10-Nov-17
|
Transfer
|
61000
|
0.98
|
142650
|
2.30
|
| |
|
|
|
01-Dec-17
|
Transfer
|
3000
|
0.04
|
145650
|
2.35
|
| |
|
|
|
22-Dec-17
|
Transfer
|
-95000
|
-1.53
|
50650
|
0.82
|
| |
|
|
|
26-Jan-18
|
Transfer
|
97000
|
1.56
|
147650
|
2.38
|
| |
|
|
|
31-Mar-18
|
Transfer
|
0
|
0
|
147650
|
2.38
|
| |
|
|
|
|
|
|
|
|
|
|
2.
|
GUTTIKONDA VARA LAKSHMI
|
0
|
0
|
31-Mar-17
|
Transfer
|
0
|
0
|
0
|
0
|
| |
|
|
|
14-Apr-17
|
Transfer
|
20000
|
0.32
|
20000
|
0.32
|
| |
|
|
|
21-Apr-17
|
Transfer
|
100700
|
1.62
|
120700
|
1.95
|
| |
|
|
|
28-Apr-17
|
Transfer
|
2190
|
0.03
|
122890
|
1.98
|
| |
|
|
|
12-May-17
|
Transfer
|
12223
|
0.19
|
135113
|
2.18
|
| |
|
|
|
16-Jun-17
|
Transfer
|
10000
|
0.16
|
145113
|
2.34
|
| |
|
|
|
30-Jun-17
|
Transfer
|
-9998
|
-0.16
|
135115
|
2.18
|
| |
|
|
|
15-Dec-17
|
Transfer
|
-409
|
-0.006
|
134706
|
2.17
|
| |
|
|
|
26-Jan-18
|
Transfer
|
-70
|
-0.001
|
134636
|
2.17
|
| |
|
|
|
09-Feb-17
|
Transfer
|
-383
|
-0.006
|
134253
|
2.17
|
| |
|
|
|
31-Mar-18
|
Transfer
|
0
|
0.00
|
134253
|
2.17
|
| |
|
|
|
|
|
|
|
|
|
|
3.
|
ARIHANT CAPITAL MKT. LTD
|
97267
|
1.57
|
31-Mar-17
|
Transfer
|
00
|
0
|
0
|
1.57
|
| |
|
|
|
07-Apr-17
|
Transfer
|
-1000
|
-0.01
|
96267
|
1.55
|
| |
|
|
|
14-Apr-17
|
Transfer
|
-1000
|
-0.01
|
95267
|
1.54
|
| |
|
|
|
21-Apr-17
|
Transfer
|
-13767
|
-0.22
|
81500
|
1.31
|
| |
|
|
|
28-ApR-17
|
Transfer
|
-3000
|
-0.04
|
78500
|
1.27
|
| |
|
|
|
05-May-17
|
Transfer
|
498
|
0.008
|
78998
|
1.27
|
| |
|
|
|
12-May-17
|
Transfer
|
2000
|
0.03
|
80998
|
1.35
|
| |
|
|
|
19-May-17
|
Transfer
|
10000
|
0.16
|
90998
|
1.47
|
| |
|
|
|
26-May-17
|
Transfer
|
-2000
|
-0.03
|
88998
|
1.44
|
| |
|
|
|
02-Jun-17
|
Transfer
|
1000
|
0.01
|
89998
|
1.45
|
| |
|
|
|
16-Jun-17
|
Transfer
|
-250
|
-0.004
|
89748
|
1.45
|
| |
|
|
|
23-Jul-17
|
Transfer
|
-1498
|
-0.02
|
88250
|
1.42
|
| |
|
|
|
07-Jul-17
|
Transfer
|
-1750
|
-0.02
|
86500
|
1.40
|
| |
|
|
|
14-Jul-17
|
Transfer
|
-2500
|
-0.04
|
84000
|
1.35
|
| |
|
|
|
21-Jul-17
|
Transfer
|
-600
|
-0.009
|
83400
|
1.35
|
| |
|
|
|
28-Jul-17
|
Transfer
|
-4900
|
-0.07
|
78500
|
1.27
|
| |
|
|
|
11-Aug-17
|
Transfer
|
-2900
|
-0.04
|
75600
|
1.22
|
| |
|
|
|
18-Aug-17
|
Transfer
|
-2000
|
-0.03
|
73600
|
1.19
|
| |
|
|
|
15-Sep-17
|
Transfer
|
-2303
|
-0.03
|
71297
|
1.15
|
| |
|
|
|
21-Sep-17
|
Transfer
|
18900
|
0.30
|
90197
|
1.45
|
| |
|
|
|
29-Sep-17
|
Transfer
|
-450
|
-0.007
|
89747
|
1.45
|
| |
|
|
|
06-0ct-17
|
Transfer
|
-2300
|
-0.03
|
87447
|
1.41
|
| |
|
|
|
13-0ct-17
|
Transfer
|
60000
|
0.96
|
147447
|
2.38
|
| |
|
|
|
20-0ct-17
|
Transfer
|
-100
|
-0.001
|
147347
|
2.38
|
| |
|
|
|
23-Oct-17
|
Transfer
|
91
|
0.001
|
147438
|
2.38
|
| |
|
|
|
31-0ct-17
|
Transfer
|
-238
|
-0.003
|
147200
|
2.37
|
| |
|
|
|
10-Nov-17
|
Transfer
|
-62000
|
-0.99
|
85200
|
1.37
|
| |
|
|
|
17-Nov-17
|
Transfer
|
-1000
|
-0.01
|
84200
|
1.36
|
| |
|
|
|
24-Nov-17
|
Transfer
|
-7000
|
-0.11
|
77200
|
1.25
|
| |
|
|
|
01-Dec-17
|
Transfer
|
-6125
|
-0.09
|
71075
|
1.15
|
| |
|
|
|
15-Dec-17
|
Transfer
|
4000
|
0.06
|
75075
|
1.21
|
| |
|
|
|
22-Dec-17
|
Transfer
|
97578
|
1.57
|
172653
|
2.78
|
| |
|
|
|
29-Dec-17
|
Transfer
|
-3000
|
-0.04
|
169653
|
2.74
|
| |
|
|
|
05-Jan-18
|
Transfer
|
6999
|
0.11
|
176652
|
2.85
|
| |
|
|
|
26-Jan-18
|
Transfer
|
-97000
|
-1.56
|
79652
|
1.28
|
| |
|
|
|
16-Mar-18
|
Transfer
|
-8443
|
-0.13
|
71209
|
1.15
|
| |
|
|
|
23-Mar-18
|
Transfer
|
-57
|
-0.001
|
71152
|
1.15
|
| |
|
|
|
30-Mar-18
|
Transfer
|
-600
|
-0.009
|
70552
|
1.14
|
| |
|
|
|
31-Mar-18
|
Transfer
|
0
|
0
|
70552
|
1.14
|
| |
|
|
|
|
|
|
|
|
|
|
4.
|
SANGEETAA BOHRA
|
38600
|
0.62
|
31-Mar-17
|
Transfer
|
0
|
0
|
38600
|
0.62
|
| |
|
|
|
07-Apr-17
|
Transfer
|
-1000
|
-0.01
|
37600
|
0.61
|
| |
|
|
|
21-Apr-17
|
Transfer
|
-2600
|
-0.04
|
35000
|
0.56
|
| |
|
|
|
21-Jul-17
|
Transfer
|
-500
|
-0.008
|
34500
|
0.56
|
| |
|
|
|
11-Aug-17
|
Transfer
|
-1000
|
-0.01
|
33500
|
0.54
|
| |
|
|
|
01-Sep-17
|
Transfer
|
-200
|
-0.003
|
33300
|
0.54
|
| |
|
|
|
29-Sep-17
|
Transfer
|
-2000
|
-0.03
|
31300
|
0.50
|
| |
|
|
|
13-0ct-17
|
Transfer
|
61600
|
0.99
|
92900
|
1.50
|
| |
|
|
|
09-Mar-18
|
Transfer
|
-1895
|
-0.03
|
91005
|
1.47
|
| |
|
|
|
23-Mar-18
|
Transfer
|
-405
|
-0.006
|
90600
|
1.46
|
| |
|
|
|
30-Mar-17
|
Transfer
|
-350
|
-0.005
|
90250
|
1.46
|
| |
|
|
|
31-Mar-17
|
Transfer
|
0
|
0
|
90250
|
1.46
|
| |
|
|
|
|
|
|
|
|
|
|
5.
|
MASTER CAPITAL SERVICES LIMITED
|
78421
|
1.26
|
31-Mar-17
|
Transfer
|
0
|
0.00
|
78421
|
1.26
|
| |
|
|
|
05-May-17
|
Transfer
|
-2000
|
-0.03
|
76421
|
1.23
|
| |
|
|
|
19-May-17
|
Transfer
|
501
|
0.008
|
76922
|
1.24
|
| |
|
|
|
09-Jun-17
|
Transfer
|
500
|
0.008
|
77422
|
1.25
|
| |
|
|
|
ll-Aug-17
|
Transfer
|
2000
|
0.03
|
79422
|
1.28
|
| |
|
|
|
18-Aug-17
|
Transfer
|
-700
|
-0.01
|
78722
|
1.27
|
| |
|
|
|
25-Aug-17
|
Transfer
|
-50
|
-0.001
|
78672
|
1.27
|
| |
|
|
|
Ol-Sep-17
|
Transfer
|
200
|
0.003
|
78872
|
1.27
|
| |
|
|
|
08-Sep-17
|
Transfer
|
-174
|
-0.002
|
78698
|
1.27
|
| |
|
|
|
29-Sep-17
|
Transfer
|
50
|
0.001
|
78748
|
1.27
|
| |
|
|
|
06-0ct-17
|
Transfer
|
400
|
0.006
|
79148
|
1.28
|
| |
|
|
|
13-0ct-17
|
Transfer
|
300
|
0.004
|
79448
|
1.28
|
| |
|
|
|
20-0ct-17
|
Transfer
|
-210
|
-0.003
|
79238
|
1.28
|
| |
|
|
|
27-Oct-17
|
Transfer
|
-28
|
-0.001
|
79210
|
1.28
|
| |
|
|
|
31-0ct-17
|
Transfer
|
200
|
0.003
|
79410
|
1.28
|
| |
|
|
|
03-Nov-17
|
Transfer
|
300
|
0.004
|
79710
|
1.29
|
| |
|
|
|
10-Nov-17
|
Transfer
|
-196
|
-0.003
|
79514
|
1.28
|
| |
|
|
|
17-Nov-17
|
Transfer
|
-114
|
-0.001
|
79400
|
1.28
|
| |
|
|
|
24-Nov-17
|
Transfer
|
302
|
0.004
|
79702
|
1.29
|
| |
|
|
|
01-Dec-17
|
Transfer
|
2100
|
0.03
|
81802
|
1.32
|
| |
|
|
|
08-Dec-17
|
Transfer
|
-2000
|
-0.03
|
79802
|
1.29
|
| |
|
|
|
15-Dec-17
|
Transfer
|
-100
|
-0.001
|
79702
|
1.29
|
| |
|
|
|
29-Dec-17
|
Transfer
|
-25
|
-0.001
|
79677
|
1.29
|
| |
|
|
|
09-Feb-18
|
Transfer
|
-100
|
-0.001
|
79577
|
1.28
|
| |
|
|
|
16-Feb-18
|
Transfer
|
25
|
0.001
|
79602
|
1.28
|
| |
|
|
|
23-Feb-18
|
Transfer
|
-355
|
-0.005
|
79247
|
1.28
|
| |
|
|
|
09-Mar-18
|
Transfer
|
200
|
0.003
|
79447
|
1.28
|
| |
|
|
|
16-Mar-18
|
Transfer
|
-200
|
-0.003
|
79247
|
1.28
|
| |
|
|
|
31-Mar-18
|
Transfer
|
0
|
0
|
79247
|
1.28
|
| |
|
|
|
|
|
|
|
|
|
|
6.
|
ASHA UMRAO SINGH OSTWAL
|
65900
|
1.06
|
31-Mar-17
|
Transfer
|
0
|
0
|
65900
|
1.06
|
| |
|
|
|
21-Apr-17
|
Transfer
|
-15500
|
-0.25
|
50400
|
0.81
|
| |
|
|
|
12-May-17
|
Transfer
|
-1000
|
-0.01
|
49400
|
0.80
|
| |
|
|
|
19-May-17
|
Transfer
|
-12000
|
-0.19
|
37400
|
0.60
|
| |
|
|
|
26-May-17
|
Transfer
|
-4100
|
-0.06
|
33300
|
0.54
|
| |
|
|
|
02-Jun-17
|
Transfer
|
-5300
|
-0.08
|
28000
|
0.45
|
| |
|
|
|
09-Jun-17
|
Transfer
|
-5000
|
-0.08
|
23000
|
0.37
|
| |
|
|
|
16-Jun-17
|
Transfer
|
-5000
|
-0.08
|
18000
|
0.29
|
| |
|
|
|
23-Jun-17
|
Transfer
|
-5000
|
-0.08
|
13000
|
0.21
|
| |
|
|
|
30-Jun-17
|
Transfer
|
-4000
|
-0.06
|
9000
|
0.15
|
| |
|
|
|
07-Jul-17
|
Transfer
|
-5000
|
-0.08
|
4000
|
0.06
|
| |
|
|
|
14-Jul-17
|
Transfer
|
-4000
|
-0.06
|
0
|
0
|
| |
|
|
|
31-Mar-18
|
Transfer
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
|
7.
|
NEWGEN BROKING LTD
|
61600
|
0.99
|
31-Mar-17
|
Transfer
|
0
|
0
|
61600
|
0.99
|
| |
|
|
|
13-0ct-17
|
Transfer
|
-61600
|
0.99
|
0
|
0
|
| |
|
|
|
31-Mar-18
|
Transfer
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
|
8.
|
AALAWA LEASING AND FINANCE LTD.
|
60650
|
0.98
|
31-Mar-17
|
Transfer
|
0
|
0
|
60650
|
0.98
|
| |
|
|
|
13-0ct-17
|
Transfer
|
-60650
|
0
|
0
|
0
|
| |
|
|
|
31-Mar-18
|
Transfer
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
|
9.
|
BHAGYODAY FINANCIAL SERVICES
|
53940
|
0.87
|
31-Mar-17
|
Transfer
|
0
|
0
|
53940
|
0.87
|
| |
|
|
|
14-Apr-17
|
Transfer
|
-2000
|
-0.03
|
51940
|
0.84
|
| |
|
|
|
21-Apr-17
|
Transfer
|
-2000
|
-0.03
|
49940
|
0.81
|
| |
|
|
|
11-Aug-17
|
Transfer
|
-6500
|
-0.10
|
43440
|
0.70
|
| |
|
|
|
18-Aug-17
|
Transfer
|
-3900
|
-0.06
|
39540
|
0.64
|
| |
|
|
|
15-Sep-17
|
Transfer
|
-1000
|
-0.01
|
38540
|
0.62
|
| |
|
|
|
22-Sep-17
|
Transfer
|
-400
|
-0.006
|
38140
|
0.62
|
| |
|
|
|
29-Sep-17
|
Transfer
|
-2000
|
-0.03
|
36140
|
0.58
|
| |
|
|
|
27-Oct-17
|
Transfer
|
-5150
|
-0.08
|
30990
|
0.50
|
| |
|
|
|
10-Nov-17
|
Transfer
|
-769
|
-0.01
|
30221
|
0.49
|
| |
|
|
|
17-Nov-17
|
Transfer
|
-1132
|
-0.01
|
29089
|
0.47
|
| |
|
|
|
24-Nov-17
|
Transfer
|
-5000
|
-0.08
|
24089
|
0.39
|
| |
|
|
|
08-Dec-17
|
Transfer
|
-2000
|
-0.03
|
22089
|
0.36
|
| |
|
|
|
15-Dec-17
|
Transfer
|
-12000
|
0.19
|
10089
|
0.16
|
| |
|
|
|
22-Dec-17
|
Transfer
|
-3089
|
-0.04
|
7000
|
0.11
|
| |
|
|
|
29-Dec-17
|
Transfer
|
-1001
|
-0.01
|
5999
|
0.10
|
| |
|
|
|
05-Jan-18
|
Transfer
|
-5999
|
-0.10
|
0
|
0
|
| |
|
|
|
31-Mar-18
|
Transfer
|
0
|
0
|
0
|
0
|
| |
|
|
|
|
|
|
|
|
|
|
10.
|
MOHAMMED AZMATHULLAH
|
49700
|
0.80
|
31-Mar-17
|
Transfer
|
0
|
0
|
49700
|
0.80
|
| |
|
|
|
31-Mar-18
|
Transfer
|
0
|
0
|
49700
|
0.80
|
| |
|
|
|
|
|
|
|
|
|
(V) Shareholding of Directors and Key Managerial Personnel:
|
Sr. No.
|
For Each of the Directors And KMP
|
Shareholding at the Beginning of the Year i.e.1-04-2017
|
Increase / Decrease
|
Shareholding at the End of the year i.e. 31-03-2018
|
|
No. of Shares
|
% of total Shares of the company
|
No. of Shares
|
% of total Shares of the company
|
No. of Shares
|
% of total Shares of the company
|
|
1
|
Mr. Sanjeev Kumar
|
731626
|
11.80
|
-85000
|
-1.37
|
646626
|
10.43
|
|
2
|
Mr. Satish Kumar
|
387378
|
6.25
|
40000
|
0.64
|
342378
|
5.52
|
| |
|
|
|
-85000
|
-1.37
|
|
|
|
3
|
Mr. Harpreet Singh Kalra
|
731626
|
11.80
|
-85000
|
-1.37
|
646626
|
10.43
|
|
4
|
Mr. Sanjay Dhir
|
731884
|
11.80
|
-85000
|
-1.37
|
646884
|
10.43
|
|
5
|
Mr. Pawan Sharma
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
6
|
Mr. Narang Singh
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
7
|
Ms. Himjyoti
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
8
|
Mr. Ashok Kumar Gupta
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
9
|
Mr. Chander Sheel Baweja
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
10
|
Mr. Anurag Malhotra
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
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
|
7047233
|
Nil
|
Nil
|
7047233
|
|
ii) Interest due but not paid
|
|
|
|
|
|
iii) Interest accrued but not due
|
|
|
|
|
|
Total (i ii iii)
|
7047233
|
Nil
|
Nil
|
7047233
|
|
Change in Indebtedness during the financial year
|
|
|
|
|
|
• Addition (Bank OD)
|
1478234
|
Nil
|
Nil
|
1478234
|
|
• Reduction (Vehicle Loan)
|
2292049
|
|
|
2292049
|
|
Net Change
|
(813815)
|
Nil
|
Nil
|
(813815)
|
|
Indebtedness at the end of the financial year
|
|
|
|
|
|
i) Principal Amount
|
6233418
|
Nil
|
Nil
|
6233418
|
|
ii) Interest due but not paid
|
|
|
|
|
|
iii) Interest accrued but not due
|
|
|
|
|
|
Total (i ii iii)
|
6233418
|
Nil
|
Nil
|
6233418
|
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
|
Total Amount
|
| |
|
Mr. Sanjeev Kumar, Managing Director
|
Mr. Sanjay Dhir, Wholetime Director
|
|
|
|
1.
|
Gross Salary
|
49,80,000
|
19,20,000
|
Nil
|
69,00,000
|
| |
Salary as per provisions contained In section 17(1) of the Income Tax Act
|
49,80,000
|
19,20,000
|
Nil
|
69,00,000
|
| |
Value of perquisites u/s 17(2) Income Tax Act,1961
|
Nil
|
Nil
|
Nil
|
Nil
|
| |
Profits in lieu of salary under Sectionl7(3) Income Tax Act, 1961
|
Nil
|
Nil
|
Nil
|
Nil
|
|
2.
|
Stock Option
|
Nil
|
Nil
|
Nil
|
Nil
|
|
3.
|
Sweat Equity
|
Nil
|
Nil
|
Nil
|
Nil
|
|
4.
|
Commission -As % of Profit -Others, specify
|
Nil
|
Nil
|
Nil
|
Nil
|
|
5.
|
Others, please specify
|
Nil
|
Nil
|
Nil
|
Nil
|
| |
Total(A)
|
49,80,000
|
19,20,000
|
Nil
|
69,00,000
|
| |
Ceiling as per the Act
|
Nil
|
Nil
|
Nil
|
Nil
|
B. Remuneration of other directors:
|
Sr. No.
|
Particulars of Remuneration
|
Fee for attending board committee meetings
|
Commission
|
Others, please specify
|
Total Amount
|
| |
Independent Directors
|
|
|
|
|
|
1.
|
Mr. Pawan Sharma
|
Nil
|
Nil
|
Nil
|
Nil
|
|
2.
|
Mr. Narang Singh
|
Nil
|
Nil
|
Nil
|
Nil
|
|
3.
|
Mr. Ashok Kumar Gupta
|
Nil
|
Nil
|
Nil
|
Nil
|
|
4.
|
Mr. Chander Sheel Baweja
|
Nil
|
Nil
|
Nil
|
Nil
|
|
5.
|
Mr. Anurag Malhotra
|
Nil
|
Nil
|
Nil
|
Nil
|
| |
Total (l)
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Sr. No
|
Particulars of Remuneration
|
Fee for attending board committee meetings
|
Commission
|
Others, please specify
|
Total Amount
|
| |
Other Non-Executive
|
|
|
|
|
| |
Directors
|
|
|
|
|
|
1.
|
Mr. Satish Kumar
|
Nil
|
Nil
|
Nil
|
Nil
|
|
2.
|
Ms. Him Jyoti
|
Nil
|
Nil
|
Nil
|
Nil
|
|
3.
|
Mr. Harpreet Kalra
|
Nil
|
Nil
|
Nil
|
Nil
|
| |
Total(2)
|
Nil
|
Nil
|
Nil
|
Nil
|
| |
Total(B) = (l 2)
|
Nil
|
Nil
|
Nil
|
Nil
|
| |
Total Managerial Remuneration
|
Nil
|
Nil
|
Nil
|
Nil
|
| |
Overall Ceiling as per the Act
|
Nil
|
Nil
|
Nil
|
Nil
|
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
|
Sr. No.
|
Particulars of Remuneration
|
Key Managerial Personnel
|
Total Amount
|
| |
|
Ms. Harmilan Kaur CS (From August, 2017- March, 2018)
|
|
|
1.
|
Gross Salary
|
|
|
| |
(a)Salary as per provisions contained in section 17 (1) of the Income Tax Act
|
200000
|
200000
|
| |
(b)Value of perquisites u/s 17(2) Income Tax Act, 1961
|
Nil
|
Nil
|
| |
Profits in lieu of salary under Section 17 (3) of Income Tax Act,1961
|
Nil
|
Nil
|
|
2.
|
Stock Option
|
Nil
|
Nil
|
|
3.
|
Sweat Equity
|
Nil
|
Nil
|
|
4.
|
Commission -As % of Profit & Others, specify
|
Nil
|
Nil
|
|
5.
|
Others, please specify
|
Nil
|
Nil
|
| |
Total
|
200000
|
200000
|
VII.PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES
|
Type
|
Section of the Companies Act
|
Brief Description
|
Details of Penalty/ Punishment/Compounding Fees imposed
|
Authority RD/NCLT/ COURT]
|
Appeal, if any (give details)
|
|
A.COMPANY
|
|
|
|
|
|
|
Penalty
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Punishment
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Compounding
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
B. DIRECTORS
|
|
|
|
|
|
|
Penalty
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Punishment
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Compounding
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
C. OTHER OFFICERS IN DEFAULT
|
|
|
|
|
|
|
Penalty
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Punishment
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Compounding
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
| |
On behalf of the Board
|
| |
For Zenlabs Ethica Limited
|
| |
Sd/-
|
|
Date: 25th August, 2018
|
Sanjeev Kumar
|
|
Place: Chandigarh.
|
Managing Director
|
| |
DIN: 01154896
|
Annexure~C Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014}
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:
1. Details of contracts or arrangements or transactions not at arm's length basis:
|
(a)
|
Name(s) of the related party and nature of relationship
|
|
|
00
|
Nature of contracts/arrangements/transactions
|
|
|
(c)
|
Duration of the contracts / arrangements/transactions
|
|
|
(d)
|
Salient terms of the contracts or arrangements or transactions including the value, if any
|
|
|
(e)
|
Justification for entering into such contracts or arrangements or transactions
|
N.A.
|
|
CO
|
date(s) of approval by the Board
|
|
|
(g)
|
Amount paid as advances, if any
|
|
|
00
|
Date on which the special resolution was passed in general meeting as required under first proviso to section 188
|
|
2. Details of material contracts or arrangement or transactions at arm's length basis:
|
Name(s) of the related party
|
Nature of contracts/ arrangement/ transactions
|
Duration of the contracts/ arrangements/ transactions
|
Salient terms of the contracts or arrangements or transactions including the value, if any
|
date(s) of approval by the Board, if any
|
Amount paid as advances
if any:
|
|
Preet Remedies Pvt. Ltd.
|
Purchase of Traded Goods
|
Ongoing
|
Rs. 20,13,40,263
|
30-05-2016
|
Nil
|
|
Quixotic Healthcare
|
Purchase of Traded Goods
|
Ongoing
|
Rs. 20,78,41,043
|
30-05-2016
|
Nil
|
|
Alpha Products
|
Purchase of Traded Goods
|
Ongoing
|
Rs 6,00,30,133.5
|
30-05-2016
|
Nil
|
|
Ultrachiron Healthcare Pvt. Ltd
|
Purchase of Traded Goods
|
Ongoing
|
Rs. 2,01,92,083
|
30-05-2016
|
Nil
|
|
Oasis Pharmaanc Phytomolecules Pv.t Ltd.
|
Purchase of Traded Goods
|
Ongoing
|
Rs. 66,91,235
|
30-05-2016
|
Nil
|
| |
On behalf of the Board
|
| |
For Zenlabs Ethica Limited
|
| |
Sd/-
|
|
Date: 25th August, 2018
|
Sanjeev Kumar
|
|
Place: Chandigarh.
|
Managing Director
|
| |
DIN: 01154896
|
Annexure B
SHIV HARIJALAN B.COM, F.C.A, F.C.S
COMPANY SECRETARY
1055, Level 10, Hubtown Solaris, N. S. Phadke Mark, Andheri East West Flyover, Andheri (East), Mumbai- 400069, Telephone: 22075834, 22075835, 26836215, Mobile: 9869035834.Email:shivharijalancs@gmail.com
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule
No.9 of the Companies (Appointment and Remuneration Personnel)
Rules, 2014] To,
The Members, Zenlabs Ethica Limited
Plot No. 194-195, 3rd Floor, Industrial Area, Phase II, Ram Darbar, Chandigarh -160002
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Zenlabs Ethica Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.
Based on my verification of 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, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31.03.2018 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:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(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 of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(V) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
(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; (Not applicable to the company during the period under review);
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the company during the period under review);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the company during the period under review);
(f) 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; (Not applicable to the company during the period under review)
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (Not applicable to the company during the period under review);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the company during the period under review);
(vi) Other laws applicable specifically to the company namely:
(a) Factories Act, 1948
(b) Pollution Control Act
I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India;
(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:
1) The company has not complied with the provision of Section 93 of the Companies Act, 2013 w.r.t non filing of MGT-10 with respect to change of more than two percent of the paid-up share capital of the company held by Promoters of the company.
2) The promoter of Company (i.e. Preet Remedies Private Limited) not complied provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 w.r.t. trading of securities when trading window was closed for insiders, directors and designated employees of the company.
3} The Company has not complied with Regulation 46 (2) (m) and 46 (2) (q) of LODR w.r.t disclosure on its website.
I 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.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views if any are captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period the company had no specific actions having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.
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Sd/-
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Place: Mumbai
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SHIV HARI JALAN
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Date: 25.08.2018
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COMPANY SECRETARY
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PCS No: 5703
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C.P.NO:4226
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This report is to be read with my letter of even date which is annexed as Annexure 'A' and forms an integral part of this report.
SHIV HARIJALAN B.COM, F.C.A, F.C.S
COMPANY SECRETARY
1055, Level 10, Hubtown Solaris, N. S. Phadke Mark, Andheri East West Flyover, Andheri (East), Mumbai- 400069, Telephone: 22075834, 22075835, 26836215, Mobile: 9869035834.Email:shivharijalancs@gmail.com
'AnnexureA'
To,
The Members, Zenlabs Ethica Limited Plot No. 194-195, 3rd Floor, Industrial Area, Phase II, Ram Darbar, Chandigarh -160002
My Report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and process 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. I believe that the process and practices, I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.
4. Where ever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of provision of Corporate and other applicable laws, rules, regulations, standard is the responsibility of management. My 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 Company nor of the efficacy of effectiveness with which the management has conducted the affairs of the company.
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Sd/-
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Place: Mumbai
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SHIV HARI JALAN
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Date: 25.08.2018
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COMPANY SECRETARY
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PCS No: 5703
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C.P.NO.: 4226
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