sahu jain limited - invidevsecure-file-server.invidev.com/uploads/file... · (iii) internal...

68th

ANNUAL REPORT

2018-19

SAHU JAIN LIMITED (CIN: L74100DL1950PLC005652)

CORPORATE INFORMATION

DIRECTORS Mr. Sanjay Kumar Ms. Saumya Agarwal Ms. Surbhi Maheshwari

CHIEF FINANCIAL OFFICER Mr. Piyush Garg

MANAGER Mr. Tarun Verma

COMPANY SECRETARY Ms. Sonal Malhotra

BANKERS HDFC Bank Limited

AUDITORS (i) Statutory Auditors M/s. Surender Subhash & Co.,

Chartered Accountants, New Delhi

(II) Secretarial Auditors M/s. Sakshi Mittal & Associates, Company Secretaries, Ghaziabad

(III) Internal Auditors M/s. Nidhi S Gupta & Co., Chartered Accountants, Ghaziabad

SHARE TRANSFER AGENT Skyline Financial Services Private Ltd. D-153 A, 1st Floor, Okhla Industrial Area, Phase -1, New Delhi- 110020

S. No. Content Page No.

1. Notice 1-4

2. Board Report & its annexures 5-29

3. Auditor’s Report 30-37

4. Balance Sheet 38

5. Statement of profit & loss 39

6. Cash Flow Statement 40

7. Notes to financial statements 41-56

8. Particulars pursuant to Non-systematically important non-banking financial (Non-Deposit Accepting or Holding) Companies prudential Norms (Reserve Bank) Directions, 2015

57-59

SAHU JAIN LIMITED

CIN: L74100DL1950PLC005652 Regd. Office: 16A, Lajpat Nagar-IV, New Delhi-110024

Phone No.: +91-7303495376 Email: [email protected] Website: www.sahujain.co.in

NOTICE

Notice is hereby given that the 68th (Sixty-Eighth) Annual General Meeting (AGM) of the members of the Company will be held on Friday, September 27, 2019 at 02.30 P.M. at 77A, Block-B, Greater Kailash-I, New Delhi-110 048, to transact the following business: -

AS ORDINARY BUSINESS

1. To receive, consider and adopt the audited financial statements of the Company as at March 31, 2019, the report of the Board of Directors (‘the Board’) and the auditors thereon. AS SPECIAL BUSINESS

2. To appoint Ms. Mehak Devgun (DIN 08548992) as Non-executive Director, liable to retire by rotation and in this regard to consider and if thought fit, to pass, the following resolution as an ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act), Ms. Mehak Devgun (DIN 08548992) who was appointed as an additional director of the Company by the Board of Directors at its meeting held on August 28, 2019 in terms of Section 161 of the Act read with Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing her candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

By order of the Board For Sahu Jain Limited

Sonal Malhotra Company Secretary

M. No.: A36974

Place: New Delhi Date: August 28, 2019

Annual Report 2018-19 Page 1 of 59

mailto:[email protected]

http://www.sahujain.co.in/

NOTES:

1. A statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the special business to be transacted at the meeting is annexed hereto. Additional information pursuant to secretarial standard on general meetings in respect of director seeking appointment at the Annual General Meeting (AGM) is furnished in the explanatory statement annexed hereto.

2. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, September 23, 2019 to Friday, September 27, 2019 (both days inclusive). The cut-off date for determining the members who are entitled to vote at the AGM is September 20, 2019. A person who is not a member as on cut-off date should treat this notice for information purpose only.

3. The Register of Directors and Key Managerial Personnel and their shareholding and the Register of Contracts or Arrangements in which Directors are interested respectively maintained under Section 170 and 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

4. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. The proxies, in order to be effective, must be duly filled, signed, stamped and deposited at the registered office of the Company not later than 48 hours before the commencement of the meeting. A blank proxy form is annexed to the annual report. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or member.

During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.

Members / proxies should bring the duly filled attendance slip enclosed herewith to attend the meeting.

5. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the board resolution authorising their representative to attend and vote on their behalf at the meeting.

6. Members are requested to bring their attendance slip along with their copy of annual report to the meeting. Copies of the annual report will not be distributed at the meeting.

7. Members may also note that the 68th Annual Report of the Company will be available on the Company’s website, http://www.sahujain.co.in/.

8. Notice of AGM will be sent to those members, whose name will appear in the register of the members/ beneficiary owners as at closing hours of business on August 28, 2019. The notice of the AGM along with the annual report 2018-19 is being sent by electronic mode to those members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.



9. Members who have not registered their e-mail address so far, we request you to register your email ID (or change therein, if any) with your Depository Participant (where the shares are held in dematerialized form) or the Registrar and Transfer Agent (RTA)/Company (where the shares are held in physical form).

10. As per rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014, securities of unlisted public companies can be transferred only in dematerialised form w.e.f October 02, 2018. In view of this and to avail the benefits of dematerialisation and to eliminate risks associated with physical shares, members are advised to dematerialise shares held by them in physical form. The ISIN no. of the Company is INE655O01014.

11. As per the provisions of Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014, Members still holding shares in physical form can avail of the Nomination Facility by sending duly filled Form SH-13 (in duplicate) to the Company. In case of shares held in electronic form, the nomination has to be lodged with your Depository Participant (DP) directly.

12. Members holding shares in physical form and electronic form are requested to advise any change in their address immediately to the Company/ RTA and Depository Participant respectively.

By order of the Board For Sahu Jain Limited

Sd/- Sonal Malhotra

Company Secretary M. No.: A36974



EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

The following statement sets out all material facts relating to the special business mentioned in the accompanying notice: Item No. 2

The Board of Directors of the Company on the recommendation of the Nomination & Remuneration Committee of the Company in their meeting held on August 28, 2019 and pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (the “Act”) and the Articles of Association of the Company had appointed Ms. Mehak Devgun (DIN: 08548992) as an additional director of the Company effective August 28, 2019. In terms of the provisions of Section 161(1) of the Act, Ms. Mehak Devgun would hold office up to the date of the ensuing 68th Annual General Meeting. The Company has received a notice in writing from a member proposing the candidature of Ms. Mehak Devgun for the office of director of the Company, liable to retire by rotation. Ms. Mehak Devgun is not disqualified from being appointed as director in terms of Section 164 of the Act and has given his consent to act as director. Save and except the above, none of the other directors of the Company / their relatives are, in any way, concerned or interested financially or otherwise in the resolution. The Board recommends the ordinary resolution set out at item no. 2 of the notice for approval by the shareholders.

Brief resume of Ms. Mehak Devgun is as under:

Name of Director recommended for appointment

Ms. Mehak Devgun

Age 28 years

Qualification B.Com and CS

Experience 2 years and 6 months

Date of Appointment August 28, 2019

Shareholding in the Company, if any NIL

Relationship with other Directors/Manager/KMP’s

None

No. of board meetings attended during the year

None, since the appointment is made after March 31, 2019.

List of other companies in which directorships held

None

Membership/Chairmanships of committees of board of other companies

None


SAHU JAIN LIMITED

CIN: L74100DL1950PLC005652 Regd. Office: 16A, Lajpat Nagar-IV, New Delhi-110024

Phone No.: +91-7303495376 Email: [email protected] Website: www.sahujain.co.in

BOARD’S REPORT

TO THE MEMBERS

Your Directors take pleasure in presenting this 68th (Sixty Eighth) annual report together with the audited financial statements for the year ended March 31, 2019.

1. FINANCIAL PERFORMANCE

The performance figures of the Company during the year ended on March 31, 2019 and those reported for the corresponding previous year are as under:

(Rs. in lakh)

Particulars Financial year ended March 31, 2019 March 31, 2018

Total income 110.30 5.76

Total expenditure 33.41 28.97

Profit /(Loss) before tax 76.89 (23.20)

Less: Tax expenses

i) Current tax ii) Reversal of MAT Credit entitlements of earlier years iii) Deferred tax

14.79 -

(0.25)

- 15.88

(0.18)

Profit/(Loss) after tax 62.34 (38.90)

Add: Balance brought forward from previous year 325.03 363.94

Balance available for appropriation 387.37 325.03

Less: Amount transferred to special reserve u/s 45-IC of Reserve Bank of India Act, 1934

12.47 -

Balance surplus carried forward to “Reserve & Surplus” for Balance Sheet

374.90 325.03

The Company does not have any significant business activity as of now alongside its non-business key activity being deployment of surplus funds.

2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT

Transfer of the Company from the Calcutta Stock Exchange to the dissemination board of the National

Stock Exchange of India Limited

The Company was transferred from the Calcutta Stock Exchange (the “CSE”) to the dissemination board (“DB”) of the National Stock Exchange of India Limited (“NSE”), with effect from February 12, 2019, pursuant to the circular issued by the NSE dated February 11, 2019 bearing reference number




NSE/CML/40200 and the circular issued by the CSE dated February 13, 2019 bearing reference number CSE/LD/14519/2019. Subsequently, the NSE asked the Company to submit a letter of intent and plan of action, in accordance with the terms of the circular dated October 10, 2016 bearing reference number issued by the Securities and Exchange Board of India (“SEBI”) dated October 10, 2016 (“SEBI Exit Circular”) specifying whether (a) the Company intends to list its equity shares on a nationwide stock exchange; or (b) an exit will be provided to the public shareholders of the Company in accordance with the SEBI Exit Circular.

The board of directors of the Company decided against listing the Company’s shares on a stock exchange having nationwide terminals, since the Company did not meet the eligibility criteria. Further, since the Company does not have any identified or declared promoters since inception the board of directors decided to approach its large corporate shareholders to consider whether they would be interested in an exit to the Company’s public shareholders in accordance with the SEBI Exit Circular. The decision of the board of directors of the Company was taken on the basis of legal advice received from the Company’s legal advisors and the existing precedents whereby certain large public shareholders of Companies without promoters have made an exit offer to the other public shareholders. Camac Commercial Company Limited (the “Acquirer”), which is one of the largest shareholders of the Company, expressed its interest to provide an exit offer to the other public shareholders of the Company in accordance with the SEBI Exit Circular.

Thereafter, the Acquirer appointed SPA Capital Advisors Ltd. (“SPA”) a SEBI registered category I Merchant Banker (with permanent registration) and empaneled as “Independent Valuer” with the NSE, to carry out valuation of Equity Shares of the Company. After following the due process and applying appropriate valuation methodologies, SPA had issued its valuation report dated June 4, 2019 and determined Rs. 1176.75/- to be the fair value per equity share of the Company. The Company received undertakings from 6 of its shareholders holding 34,300 shares amounting to 68.60 % of the total issued and paid-up equity share capital of the Company, who expressed their interest in continuing as shareholders of the Company, in accordance with SEBI vide its letter MRD/OW/DSA/2017/17463/1 dated July 25, 2017.

The Acquirer made an exit offer to the remaining public shareholders of the Company at a price of Rs. 1176.75/- per share. The public shareholders were given an opportunity to tender the equity shares held by them during the tendering period between July 15, 2019 and July 25, 2019. Pursuant to the exit offer made by the Acquirer, a total of 29 public shareholders holding 758 equity shares of the Company tendered their shares during the exit offer period.

The Company vide letter dated August 07, 2019 has informed the NSE that (a) the acquirer has duly provided an exit to the public shareholders of the Company in accordance with the procedure prescribed by the SEBI Exit Circular; (b) that the Acquirer has made the necessary payments to those public shareholders who have tendered their shares in the exit offer, and has requested the NSE to remove the name of the Company from the Dissemination Board of the NSE. The formal intimation from the NSE on removal of the Company’s name from the DB is awaited as on date.

3. STATUS OF ONGOING WRIT PETITION FILED BY MR. MANISH MITTAL BEFORE THE HON’BLE DELHI

HIGH COURT

Mr. Manish Mittal who is one of the public shareholders of the Company has filed a writ petition bearing number 10982 of 2018 before the Hon’ble Delhi High Court (“Writ Petition”) inter alia alleging violation of minimum public shareholding norms and non-disclosure of certain shareholders as “promoters” by the Company. Mr. Manish Mittal had also filed an interlocutory application in the Writ Petition requesting the Hon’ble Delhi High Court to restrain the Company from being transferred to the NSE DB until the SEBI had completed its investigation in relation to the allegations made by Mr. Manish Mittal


against the Company and the SEBI had submitted its report to the Delhi High Court. The Hon’ble Delhi High Court vide order dated December 21, 2018, refused to grant a stay on the transfer of the Company to the DB of NSE and held that the placement of the Company on the DB would not absolve the Company if any rules or regulations have been violated. Thereafter, Mr. Manish Mittal filed another interlocutory application dated July 5, 2019 in the Writ Petition inter alia seeking a stay on the exit offer made by the Acquirer till SEBI completes its investigation and submits a report to the Hon’ble Delhi High Court. The SEBI in its reply dated August 17, 2019 to the interlocutory application inter alia submitted that the interlocutory application filed by Mr. Manish Mittal was nothing but gross abuse and misuse of process of law. Further, the SEBI also held that the Company’s exit from the NSE DB will not derail the investigation by the SEBI. The matter is currently pending before the Hon’ble Delhi High Court.

4. DIVIDEND

In view of requirement of funds, the Board of Directors does not recommend any dividend for the financial year 2018- 19.

5. RESERVES

During the year, the Company, as an NBFC, has transferred an amount of Rs. 12.47 lakh to the special reserve created u/s 45IC of the RBI Act, 1934.

6. SHARE CAPITAL

The paid-up equity share capital as on March 31, 2019 was Rs. 5 lakh. During the year under review, the Company has not issued any further share capital.

7. DEPOSITS

The Company has not accepted any public deposits during the financial year ended March 31, 2019 and your Board has also passed the necessary resolution for non-acceptance of any public deposits during the financial year 2019-20.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has not given any loans and guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of investments are given in note no. 9 (Non-Current Investments) of the notes to the financial statements.

9 DIRECTORS & KEY MANAGERIAL PERSONNEL

9.1 Inductions

During the year, following appointments were made on the board of the Company in terms of section 149, 152 and 161:

a) Ms. Saumya Agarwal (DIN: 07517809) and Mr. Sanjay Kumar (DIN: 06706066) has been appointed as Additional Directors designated as Independent Director with effect from May 29, 2018. Further, the Company has in its 67th Annual General Meeting held on September 25, 2018, approved the


appointment of Ms. Saumya Agarwal and Mr. Sanjay Kumar as Independent Directors of the Company, not liable to retire by rotation.

b) Ms. Surbhi Maheshwari (DIN: 08255480) was appointed as additional director designated as Independent Director with effect from October 29, 2018.

9.2 Resignations

The following resignations were made during the year:-

During the period under review, the following directors resigned from the Board of the Company:

S. No. Name of the director Date of resignation

1 Mr. Sanket Kumar Aggarwal, Non-executive Independent Director June 1, 2018

2 Mr. Ajit Kumar Jain, Non-executive Director August 10, 2018

3 Ms. Amita Gola, Non-executive Independent Director November 13, 2018

The Board places on its record their deep appreciation for the valuable contribution made by them during their tenure as member of the Board of the Company.

9.3 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 Companies Act, 2013.

The Nomination and Remuneration Committee (“NRC”) reviewed the performance of the Individual Directors and the Board as a whole on the basis of the criteria specified in board evaluation mechanism as approved by Board in its meeting held on February 23, 2015 (Mechanism). The Board based on the recommendations of NRC and criteria specified in the Mechanism evaluated performance of individual Directors on the Board. The Board also evaluated the performance of various committees and Board as a whole taking into account inputs received from individual Directors/ committee members and criteria specified in the Mechanism.

The Independent Directors in their separate meeting which was later noted by Board of Directors, evaluated the performance of the Board as a whole.

9.4 Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming

that they meet the criteria of independence as prescribed under the Companies Act, 2013.

9.5 Number of meetings of the Board of Directors

i. During the year 7 (Seven) meetings of Board of Directors were duly convened and held on April 27, May 29, August 10, August 17, September 12, October 29, 2018 and February 13, 2019. The gap between two Board Meetings was not more than 120 days as prescribed under section 173 of the Companies Act, 2013.


ii. During the year 4 (Four) meetings of the Audit Committee were held i.e, on May 29, August 10, October 29, 2018 and February 13, 2019 and 3 (Three) meetings of Nomination & Remuneration Committee were held i.e, on May 29, August 10 and February 13, 2019.

Name of Director No. of board meetings attended during the financial year 2018-19

No. of audit committee meetings attended during the financial year 2018-19

No. of nomination & remuneration committee meetings attended during the financial year 2018-19

Mr. Sanket Kumar Aggarwal

2 1 1

Ms. Amita Gola 6 3 2

Ms. Saumya Agarwal 5 3 3

Ms. Sanjay Kumar 6 3 3

Ms. Surbhi Maheshwari 2 1 1

* Mr. Sanket Kumar Aggarwal and Ms. Amita Gola ceased to be Directors of the Company w.e.f June 1, 2018 and November 13, 2018 respectively.

As per the provisions of Section 149 of the Companies Act, 2013 (the Act) read with Schedule IV (Code for Independent Directors), the Independent Directors of the Company are required to hold atleast one meeting in year, without the attendance of the same by Non-Independent Directors and members of the management. During the year, one meeting of Independent Directors was held on February 5, 2019 under the chairmanship of Mr. Sanjay Kumar, Non-executive Independent Director.

10. COMMITTEES OF THE BOARD

10.1 Audit Committee: The Board reconstituted Audit Committee at its meeting held on May 29, 2018

and October 29, 2018. The revised composition of the Audit Committee is as per the following

particulars:

S. No. Name of the Member(s) Category

1 Mr. Sanjay Kumar Non-Executive Independent Director

2 Ms. Saumya Agarwal Non-Executive Independent Director

3 Ms. Surbhi Maheshwari Non-Executive Independent Director

10.2 Nomination & Remuneration Committee: The Board reconstituted Nomination & Remuneration

Committee at its Meeting held on May 29, 2018 and October 29, 2018.The revised composition of the

Committee is as per the following particulars:

S. No. Name of the Member(s) Category

1 Mr. Sanjay Kumar Non-Executive Independent Director

2 Ms. Saumya Agarwal Non-Executive Independent Director

3 Ms. Surbhi Maheshwari Non-Executive Independent Director


Nomination and Remuneration Committee vide its resolution dated December 01, 2014 has formulated the Nomination & Remuneration Policy, inter alia, for appointment and fixing remuneration of the directors, key managerial personnel and other employees. The policy has been approved by the Board at its Meeting held on December 01, 2014. The said policy is attached herewith as Annexure I.

11. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the period under review, no Company became or ceased to become subsidiary/joint venture /associate companies of the Company.

12. AUDITORS & AUDITORS REPORT

12.1 Statutory Auditors

The Company has appointed M/s Surendra Subhash & Co., Chartered Accountants (FRN: 03173N) as Statutory Auditors of the Company at the 66th Annual General Meeting (AGM) of the Company held on September 22, 2017 till the conclusion of 71st Annual General Meeting.

In terms of Companies (Amendment) Act, 2017 notified w.e.f. May 7, 2018, the requirement of Section 139 (1) of the Act stands omitted and the ratification of appointment of the statutory auditor at every AGM is not required.

The Company has received certificate of eligibility from M/s Surendra Subhash & Co., in accordance with the provisions of the Companies Act, 2013 read with rules thereunder.

The notes to accounts read with the auditors’ reports are self-explanatory and therefore, do not call for any further comments or explanations. The auditor’s report does not contain any qualification, reservation or adverse remark.

Further, the auditors of the Company have not reported any instances of fraud under Section 143 (12) of the Act during financial year under review.

12.2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sakshi Mittal & Associates, Company Secretaries, a firm of company secretaries in practice to conduct the secretarial audit of the Company for the financial year 2018-19. The report of the secretarial audit is annexed herewith as Annexure II. The secretarial audit report does not contain any qualification, reservation or adverse remark.

12.3 Internal Auditors

M/s Nidhi S Gupta, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the audit committee from time to time.

During the year under review, the auditors of the Company had not reported any instances of offence involving fraud committed against the Company under section 143(12) of the Act.


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

As the Company does not have any manufacturing activity, it has no information to be furnished as regards to the Conservation of Energy or Technology Absorption. Further, the Company has not carried on during the period under review, any activity relating to Exports and has not used or earned any foreign exchange.

14. BUSINESS RISK MANAGEMENT

Your Company has process in place to identify and assess business risks and opportunities in the form of a Risk Management Policy. The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard its assets and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

16. THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Since the Company has number of employees less than ten, it is not required to form committee for the redressal of complaints under the said Act.

During the year under review, no case was reported with the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

17. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Act, with regard to Corporate Social Responsibility (CSR) are at present not applicable on the Company.

18. PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

During the year under review, the Company has not entered into any contract or arrangement with the Related Parties as per Section 188 of the Companies Act, 2013.

However, particulars of related party transactions entered into in pursuance to the existing Accounting Standard -18 as notified in the Companies (Accounting Standards) Rules, 2006 read with Rule 7 of the Companies (Account) Rules, 2014 are given under note 23 to the financial statements.


19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators/ Courts/ Tribunals. Which would impact the going concern status of the Company and its future operations.

20. PARTICULARS OF EMPLOYEES

The provisions of Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.

21. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act, that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had 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 2018-19 and of the loss of the Company for that year ;

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

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

(e) 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; and.

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

22. STATUTORY STATEMENT

The Company has diligently complied with all the applicable provisions of the Listing Regulations with the exchange during the year 2018-19. However the Company was transferred from the Calcutta Stock Exchange (the ‘CSE’) to the dissemination board (‘DB’) of the National Stock Exchange of India Limited (‘NSE’), with effect from February 12, 2019, pursuant to circular issued by the NSE dated February 11, 2019 bearing reference number NSE/CML/40200 and the circular issued by the CSE dated February 13, 2019 bearing reference number CSE/LD/14519/2019/. Further, your Company continues to be registered as a Non-Banking Financial Company with the Reserve Bank of India. However, it has neither invited nor accepted any deposits from the public during the financial year 2018-19.


23. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return in Form MGT 9 is annexed as Annexure III and has also been uploaded on the website of the Company and the same can be accessed at http://www.sahujain.co.in/doc1.pdf.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In pursuance to provision of section 177 of the Act and rules framed thereunder, the Company has established vigil mechanism for directors and employees to report their genuine concerns. The vigil mechanism is available at the website of the Company www.sahujain.co.in.

25. GREEN INITIATIVE

Electronic copies of Annual Report 2019, Notice of 68th Annual General Meeting and instructions slip and proxy form are sent to all the members whose email addresses are registered with the Company/Depository Participant(s) for communication purpose. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

26. ACKNOWLEDGEMENT

Your Board of Directors takes this opportunity to convey their gratitude and sincere thanks for the co-operation & assistance received from the shareholders and various other stakeholders.

The Board acknowledges your confidence and continued support and looks forward for the same in future as well.

For and on behalf of the Board of Directors Sahu Jain Limited

Sd/- Sd/- Saumya Agarwal Sanjay Kumar

Director Director DIN: 07517809 DIN: 06706066



http://www.sahujain.co.in/doc1.pdf


ANNEXURE - I

NOMINATION AND REMUNERATION POLICY

I. PREAMBLE

Pursuant to Section 178 of the Companies Act, 2013 (the Act) and Listing Agreement, the Board of Directors of every listed Company shall constitute the Nomination and Remuneration Committee. The Company has already proposed constitution of Nomination & Remuneration Committee comprising of three non-executive Directors as required under the Act & Listing Agreement. Section 178 of the Act and Listing Agreement provides that the Committee shall recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees, further the Committee shall also formulate the criteria for determining qualifications, positive attributes and independence of a director. This Committee and the Policy is formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Listing Agreement.

II. OBJECTIVE

The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and

Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board for

further evaluation.

c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and

Senior Management.

III. DEFINITIONS

- “Board” means Board of Directors of the Company.

- “Company” means “Sahu Jain Limited.”

- “Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013.

- “Key Managerial Personnel” (KMP) means

(i) Chief Executive Officer or the Managing Director or the Manager,

(ii) Company Secretary,

(iii) Whole-time Director,

(iv) Chief Financial Officer and

(v) Such other officer as may be prescribed.

- “Nomination and Remuneration Committee” shall mean a Committee of Board of Directors of the

Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and

the Listing Agreement.

- “Policy or This Policy” means, “Nomination and Remuneration Policy.”

- “Remuneration” means any money or its equivalent given or passed to any person for services rendered

by him and includes perquisites as defined under the Income-tax Act, 1961.


- “Senior Management” means personnel of the Company who are members of its core management

team excluding Board of Directors. This would include all members of management one level below the

executive directors, including all the functional heads.

IV. INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013, Listing Agreement as amended from time to time.

V. GUIDING PRINCIPLES

The Policy ensures that

- The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate

Directors of the quality required to run the Company successfully

- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

and

- Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance

between fixed and incentive pay reflecting short and long term performance objectives appropriate to

the working of the Company and its goals.

VI. ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following:

1. To identify persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down and to recommend to the Board their

appointment and/ or removal.

2. To carry out evaluation of every director's performance.

3. To formulate the criteria for determining qualifications, positive attributes and independence of a

director, and recommend to the Board a policy, relating to the remuneration for the directors, key

managerial personnel and other employees.

4. To formulate the criteria for evaluation of Independent Directors and the Board.

5. To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on

their performance and defined assessment criteria.

6. To carry out any other function as is mandated by the Board from time to time and / or enforced by any

statutory notification, amendment or modification, as may be applicable.

7. To perform such other functions as may be necessary or appropriate for the performance of its duties.

VII. MEMBERSHIP

a) The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors

and at least half shall be Independent.

b) The Board shall reconstitute the Committee as and when required to comply with the provisions of the

Companies Act, 2013 and applicable statutory requirement.

c) Minimum two (2) members shall constitute a quorum for the Committee meeting.

d) Membership of the Committee shall be disclosed in the Annual Report.

e) Term of the Committee shall be continued unless terminated by the Board of Directors.


VIII. CHAIRMAN

a) Committee shall be chaired by an Independent Director.

b) Chairman of the Company, if any, may be appointed as a member of the Committee but shall not Chair

the Committee.

c) Members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee could be present at the Annual General

Meeting or may nominate some other member to answer the shareholders’ queries.

IX. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

X. COMMITTEE MEMBERS’ INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed

at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of

the Committee.

XI. VOTING

Matters arising for determination at Committee meetings shall be decided by a majority of votes of

Members present and voting and any such decision shall for all purposes be deemed a decision of the

Committee.

In the case of equality of votes, the Chairman of the meeting will have a casting vote.

XII. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

• Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the

person for appointment as Director, KMP or at Senior Management level and recommend to the Board

his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is

considered for appointment. The Committee has discretion to decide whether qualification, expertise

and experience possessed by a person are sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Managing Director/Whole-

time Director/Manager who has attained the age of seventy years. Provided that the term of the person

holding this position may be extended beyond the age of seventy years with the approval of

shareholders by passing a special resolution based on the explanatory statement annexed to the notice

for such motion indicating the justification for extension of appointment beyond seventy years.


• Term / Tenure:

1. Managing Director/Whole-time Director/Manager (Managerial Person) - The Company shall appoint or

re-appoint any person as its Managerial Person for a term not exceeding five years at a time. No re-

appointment shall be made earlier than one year before the expiry of term.

2. Independent Director

- An Independent Director shall hold office for a term up to five consecutive years on the Board of the

Company and will be eligible for reappointment on passing of a special resolution by the Company and

disclosure of such appointment in the Board's report.

- No Independent Director shall hold office for more than two consecutive terms, but such Independent

Director shall be eligible for appointment after expiry of three years of ceasing to become an

Independent Director. Provided that an Independent Director shall not, during the said period of three

years, be appointed in or be associated with the Company in any other capacity, either directly or

indirectly. - At the time of appointment of Independent Director it should be ensured that number of

Boards on which such Independent Director serves is restricted to seven listed companies as an

Independent Director and three listed companies as an Independent Director in case such person is

serving as a Whole-time Director of a listed company.

• Evaluation: The Committee shall carry out evaluation of performance of every Director, KMP and Senior

Management at regular interval (yearly).

• Removal: Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made

thereunder or under any other applicable Act, rules and regulations, the Committee may recommend,

to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject

to the provisions and compliance of the said Act, rules and regulations.

• Retirement: The Director, KMP and Senior Management shall retire as per the applicable provisions of

the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion

to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even

after attaining the retirement age, for the benefit of the Company.

XIII. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP \ AND SENIOR

MANAGEMENT

• General:

1. The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior

Management Personnel will be determined by the Committee and recommended to the Board for

approval. The remuneration / compensation / commission etc. shall be subject to the prior/post

approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory

provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force.

3. Increments to the existing remuneration / compensation structure may be recommended by the

Committee to the Board which should be within the slabs approved by the Shareholders in the case of


Managerial Person. Increments will be effective from the date of reappointment in respect of

Managerial Person and 1st April in respect of other employees of the Company.

4. Where insurance, if any, is taken by the Company on behalf of its Managerial Person, KMP and any other

employees for indemnifying them against any liability, the premium paid on such insurance shall not be

treated as part of the remuneration payable to any such personnel. Provided that if such person is

proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

• Remuneration to Managerial Person, KMP and Senior Management:

1. Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may

be approved by the Board on the recommendation of the Committee in accordance with the statutory

provisions of the Companies Act, 2013, and the rules made thereunder for the time being in force. The

break-up of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension

scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the

recommendation of the Committee and approved by the Shareholders and Central Government,

wherever required.

2. Maximum Remuneration in case of Inadequate or no Profits:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay

remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies

Act, 2013 and if it is not able to comply with such provisions, with the prior approval of the Central

Government.

3. Provisions for excess remuneration:

If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums

in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the

Central Government, where required, he / she shall refund such sums to the Company and until such

sum is refunded, hold it in trust for the Company.

The Company shall not waive recovery of such sum refundable to it unless permitted by the Central

Government.

• Remuneration to Non-Executive / Independent Director:

1. Remuneration:

The Remuneration shall be in accordance with the statutory provisions of the Companies Act, 2013, and

the rules made thereunder for the time being in force.

2. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending

meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the

maximum amount as provided in the Companies Act, 2013, per meeting of the Board or Committee or

such amount as may be prescribed by the Central Government from time to time. The Director may

however waive off at any time his entitlement & the sitting fees or any other benefit from time to time.


XIV. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the said meeting or the

Chairman of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the

subsequent Board and Committee meeting.

XV. DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the

interests of the Company, will be made if there are specific reasons to do so in an individual case.

*********


Sd/-

Amita Gola Director

DIN: 01088321


ANNEXURE - II

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

For the financial year ended March 31, 2019 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014] To The Members of SAHU JAIN LIMITED 16A, Lajpat Nagar-IV, New Delhi 110024 We have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by Sahu Jain Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Sahu Jain Limited 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, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2019, generally complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by Sahu Jain Limited for the financial year ended on March 31, 2019, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iii) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:-

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

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client; d. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and e. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015;

(iv) Other laws applicable to the Company:-

a. The "Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015


b. Non- Banking Financial Company – Non-Systematically Important Non-Deposit taking Company ( Reserve Bank) Directions, 2016

c. All other compliances related to NBFC applicable to the Company.

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

I. The Secretarial Standards issued by the Institute of Company Secretaries of India. II. The Listing Agreement entered into by the Company with Calcutta Stock Exchange III. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with effect from 1st

December 2015.

We further report that the Board of Directors of the Company is duly constituted with proper balance of 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 We further report that adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent adequately 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. During the period under review, all the decisions taken in the Board meeting were carried out unanimously. We further report that as per the explanations given to us and the representations made by the Management and relied upon by us 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. We further report that during the period under review, as explained and represented by the management, there were no specific events/actions in pursuance of the above referred laws, rules, regulations, guidelines, standards etc., having a major bearing on the Company’s affairs. Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integral part if this report.

CS Sakshi Mittal Practicing Company Secretary

Membership No. F8369 CP No. 9460

Place: Ghaziabad Date: 10.05.2019


“ANNEXURE A”

To The Members of SAHU JAIN LIMITED 16A, Lajpat Nagar-IV, New Delhi 110024 Our report of even date is to be read along with this letter.

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

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

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Where ever required, we have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

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

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

Sd/- CS Sakshi Mittal

Practicing Company Secretary Membership No. F8369

CP No. 9460 Place: Ghaziabad Date: 10.05.2019


SAHU JAIN LIMITED (CIN: L74100DL1950PLC005652)

Registered Office: 16A, Lajpat Nagar-IV, New Delhi-110024 Email: [email protected] , Phone No.:+91-7303495376

Website: www.sahujain.co.in Annexure III

FORM NO. MGT – 9

EXTRACT OF ANNUAL RETURN as on the financial year ended 31/03/2019

[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 L74100DL1971PLC005652

Registration Date 03/08/1950

Name of the Company Sahu Jain Limited

Category/ Sub-Category of the Company Company Limited by Shares (NBFC)

Address of the Registered Office and contact details

16A, Lajpat Nagar - IV, New Delhi-110024 ; Telephone No. 011-43536601

Whether Listed Company (Yes/No) No*

Name, Address and Contact details of Registrar and Transfer Agent, if any

M/s. Skyline Financial Services Private Limited, D-153A, Okhla Industrial Area, Phase-I, New Delhi – 110020, Telephone No. : 011 26812682 Fax :+91-11-26812683 Email : [email protected]

*The Company was transferred from the Calcutta Stock Exchange (the “CSE”) to the dissemination board (“DB”) of the National Stock Exchange of India Limited (“NSE”), with effect from February 12, 2019, pursuant to the circular issued by the NSE dated February 11, 2019 bearing reference number NSE/CML/40200 and the circular issued by the CSE dated February 13, 2019 bearing reference number CSE/LD/14519/2019.

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

No business activities, only investment of surplus fund.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. No

Name and Address of the Company

CIN/GLN Holding/ Subsidiary/ Associate

% of Shares held Applicable Sections

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 [As on April 1, 2018]

No. of Shares held at the end of the year [As on March 31, 2019]

% Change during the year Demat Physical Total % of

Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

b) Central Govt 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

c) State Govt(s) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

d) Bodies Corp. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

e) Banks / FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

f) Any other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Sub Total (A)(1) :- 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

(2) Foreign 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

a)NRIs- Individuals

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

b) Other Individuals

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

c) Bodies Corp. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

d) Banks/FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

e) Any Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Sub Total (A)(2) :- 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Total shareholding of Promoter (A)=(A)(1)+(A)(2)

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

B. Public Shareholding

1. Institutions

a) Mutual Funds 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

b) Banks / FI 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

c) Central Govt. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

d) State Govt(s) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

e) Venture Capital Funds

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

f) Insurance Companies

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

g) FIIs 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

h) Foreign Venture Capital Funds

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

i) Others (specify) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Sub-total (B)(1):- 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00


2. Non-Institutions

a) Bodies Corp.

i) Indian 50 32,800 32,850 65.70 50 32,800 32,850 65.70 0.00

ii) Overseas 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

12,108 5,000 17,108 34.21 12,108 5,000 17,108 34.21 0.00

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

c) Others (specify) (HUF)

42 0.00 0.00 0.00 42 0.00 0.00 0.00 0.00

Sub-total (B)(2):- 12,200 37,800 50,000 100 12,200 37,800 50,000 100 0.00

Total Public Shareholding (B)=(B)(1)+(B)(2)

12,200 37,800 50,000 100 12,200 37,800 50,000 100 0.00

C. Shares held by Custodian for GDRs & ADRs

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Grand Total (A+B+C)

12,200 37,800 50,000 100 12,200 37,800 50,000 100 0.00

(ii) Shareholding of promoters: - NIL

(iii) Change in promoters’ shareholding – Not Applicable

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

Sl. No. Shareholding at the beginning of the year

(As on April 01, 2018)

Cumulative shareholding during the year

(As on March 31, 2019)

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

At the beginning of the year (April 01, 2018)

1. Camac Commercial Company Limited

9,800 19.60 9,800 19.60

2. Ashoka Viniyoga Limited 8,900 17.80 8,900 17.80

3. Combine Holding Limited 8,900 17.80 8,900 17.80

4. Mrs. Meera Jain 7,000 14.00 7,000 14.00


5. Mukul Jain Medical Institute 5,000 10.00 5,000 10.00

6. Punjab Mercantile & Traders Limited

4,900 09.80 4,900 09.80

7. Mr. Samir Jain 4,300 08.60 4,300 08.60

8. Artee Viniyoga Limited

300 0.60 300 0.60

9. Mr. Manish Mittal 100 0.20 100 0.20

10 Mr. Rajesh Kunnath 100 0.20 100 0.20

Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity

No Change

At the end of the year (or on the date of separation, if separated during the year) (as on March 31, 2019)

1. Camac Commercial Company Limited

9,800 19.60 9,800 19.60

2. Ashoka Viniyoga Limited 8,900 17.80 8,900 17.80

3. Combine Holding Limited 8,900 17.80 8,900 17.80

4. Mrs. Meera Jain 7,000 14.00 7,000 14.00

5. Mukul Jain Medical Institute 5,000 10.00 5,000 10.00

6. Punjab Mercantile & Traders Limited

4,900 09.80 4,900 09.80

7. Mr. Samir Jain 4,300 08.60 4,300 08.60

8. Artee Viniyoga Limited

300 0.60 300 0.60

9. Mr. Manish Mittal 100 0.20 100 0.20

10. Mr. Rajesh Kunnath 100 0.20 100 0.20

(v) Shareholding of directors and key managerial personnel: - NIL

V. INDEBTEDNESS-

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

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:


(Amount in ₹)

S. no. Particulars of Remuneration Name of MD / WTD/ Manager Total Amount

Mr. Tarun Verma (Manager)

1. Gross salary (a) Salary as per provisions contained insection17(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 section17(3) of Income- tax Act, 1961

3,28,224

-

-

3,28,224

-

-

2. Stock Option - -

3. Sweat Equity - -

4. Commission - as% of profit - others, specify…

- -

5. Others, please specify - -

Total(A) 3,28,224 3,28,224

Ceiling as per the Act Within Limit Since the effective capital of the Company is less than Rs. 5 Crores, the remuneration limits of managerial person in terms of Schedule V of the Companies Act, 2013 is ₹ 60 Lakhs per annum.

B. Remuneration to other directors:

(Amount in ₹)

Sl. no. Particulars of remuneration Name of director Total Amount Saumya Aggarwal

(Non-executive Independent Director)

Ajit Kumar Jain (Non-Executive Director)

Independent Directors -Fee for attending board/ committee meetings -Commission -Others, (reimbursement of conveyance for attending Board/ other committee Meeting)

10,000

15,000

----

----

10,000

15,000

Total(1) 25,000 ---- 25,000


Other Non-Executive Directors ·Fee for attending board/committee meetings ·Commission ·Others, (reimbursement of conveyance for attending Board/ other committee meeting)

----

----

2,000

---- 2,500

2,000

---- 2,500

Total(2) ---- 4,500 4,500

Total(B)=(1+2) 29,500 29,500

Total managerial remuneration

29,500 29,500

Overall ceiling as per the Act Maximum Rs. 1,00,000/- per board Meeting

C.

D. Remuneration To Key Managerial Personnel Other Than MD/Manager/WTD

(Amount in ₹)

Sl. no. Particulars of remuneration Name of Key Managerial Personnel

CEO

(N.A.)

Ms. Sonal Malhotra (Company Secretary)

Mr. Piyush Garg (CFO)

Total

1. Gross salary (a) Salary as per provisions

contained in section 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

-

-

3,87,406

-

11,61,288

-

15,48,694

-

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission - as % of profit

- others, specify…

-

-

-

-

5. Others, please specify

- - - -

Total - 3,87,406

11,61,288

15,48,694


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL


Sd/- Sd/- Saumya Agarwal Sanjay Kumar

Director Director DIN: 07517809 DIN: 06706066



ROUTE MAP OF 77A, BLOCK-B, GREATER KAILASH-I, NEW DELHI-110048 (VENUE OF THE MEETING)

AS REQUIRED UNDER SECRETARIAL STANDARD 2 (SS-2) PRESCRIBED BY INSTITUTE OF COMPANY

SECRETARIES OF INDIA (ICSI)

ATTENDANCE SLIP (68th Annual General Meeting of the Sahu Jain Limited –Friday, September 27, 2019)

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

Folio No./DP Id/ Client Id

Name of Member

Address of Member

Name of Proxy holder

No. of shares

1. I hereby record my presence at the 68th Annual General Meeting of the Company held on Friday, September 27, 2019 at 2.30 P.M. at 77A, Block-B, Greater Kailash-I, New Delhi – 110 048

2. Signature of the member/proxy present.

3. Member/proxy holder wishing to attend the meeting must bring the attendance slip to the meeting and handover at the entrance duly signed.

4. Member/proxy holder desiring to attend the meeting may bring his/her copy of annual report for reference at the meeting.

5. Please read the instructions carefully before exercising your vote.

(68th Annual General Meeting of Sahu Jain Limited- Friday, September 27, 2019)

PROXY FORM Pursuant to section 105(6) of Companies Act, 2013 and Rule 19(3) of the Companies Act, (Management &

Administration Rules), 2014

Name of the member (s): Registered address: E-mail Id: Folio No/ Client Id/ DP ID:

I/We, being the member (s) of …………….. shares of Sahu Jain Ltd., hereby appoint 1. Name: ………………………………………………..... Address: ………………………………………………. E-mail Id: ……………………………………………… Signature:……………., or failing him 2. Name: ………………………………………………..... Address: ……………………………………………….. E-mail Id: ……………………………………………… Signature:……………., or failing him 3. Name: ………………………………………………..... Address: ……………………………………………….. E-mail Id: ……………………………………………… Signature:……………. As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 68th Annual General Meeting of the Company, to be held on Friday, September 27, 2019 at 2.30 P.M. at 77A, Block-B, Greater Kailash-I, New Delhi – 110 048 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Description of Resolution

Ordinary Business:

For Against

1. 2.

To receive, consider and adopt the Audited Financial Statements of the Company as at March 31, 2019 and the Report of the Board of Directors and the Auditors thereon. To approve appointment of Ms. Mehak Devgun as non-executive director, liable to retire by rotation.

Signed this…… day of……… 2019 Signature of member (s) ______________Signature of proxy holder(s) _________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of the meeting.

Affix revenue stamp of

appropriate value

sahu jain limited - invidevsecure-file-server.invidev.com/uploads/file... · (iii) internal...

Documents