Annual Return : FY. 2019 - 2020

FORM NO. MGT.9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

 

i.CINU74999MH2018PTC308660
ii.Registration DateApril 27, 2018
iii.Name of the CompanySMERA Ratings Private Limited (erstwhile SMERA Gradings & Ratings Private Limited)
iv.Category / Sub-Category of the Company

Company limited by shares / Non – Govt.

Company

v.Address of the Registered Office and Contact Details

905, 9th Floor, Lodha Supremus,

Lodha iThink Techno Campus,

Near Kanjurmarg Railway Station, Kanjurmarg (E), Mumbai – 400 042

Tel : +91 22 6714 1111

Email id  : [email protected]

Website  : www.smeraonline.com

vi.Whether listed company Yes / NoNo
vii.Name, Address and Contact details of Registrar and Transfer Agent, if any

Link Intime India Private Limited

C 101, 247 Park, LBS Rd,

Surya Nagar, Gandhi Nagar,

Vikhroli (West), Mumbai – 400 083

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

 

All the business activities contributing 10% or more of the total turnover of the company (on standalone basis) shall be stated:-

 Sl. No. Name and Description of main products / services NIC Code of the Product / service % to total turnover of the  company
1.Rating Fees6619085
2.Other Income15

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

 


 Sl.  No.
 Name and Address of the Company CIN/GLN Holding /  Subsidiary /  Associate % of shares held Applicable  Section
1.

Acuité Ratings & Research Limited

The Capital, 812, 8th Floor, A – Wing, Plot No. C – 70, G – Block,

Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

U74999MH2005PLC155683Holding99.99991%Section 2(46)

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

i. Category – wise Share Holding:-
 

Category of ShareholdersNo. of Shares held at the beginning of the yearNo. of Shares held at the end of the year% Change during the year
DematPhysicalTotal% of Total SharesDematPhysicalTotal% of Total Shares 
A.     Promoters         
(1)    Indian         
a)     Individual/ HUF
b)     Central Govt.
c)      State Govt.(s)
d)     Bodies Corp.4,99,9984,99,99899.999624,90,19824,90,19899.999910.00031
e)     Banks / FI
f)       Any Other
Sub-total (A)(1)4,99,9984,99,99899.999624,90,19824,90,19899.999910.00031
(2)    Foreign         
a)     NRIs –Individuals
b)     Other – Individuals
c)      Bodies Corp.
d)     Banks / FI
e)     Any Other
Sub-total (A)(2)
Total shareholding of Promoter (A)=(A)(1)+(A)(2)
B.     Public Shareholding         
(1)  Institutions         
a)     Mutual Funds
b)     Banks / FI
c)      Central Govt.
d)     State Govt.(s)
e)     Venture Capital Funds
f)       Insurance Companies
g)     FIIs
h)     Foreign Venture Capital Funds
i)       Others (specify)
Sub-total (B)(1)
(2) Non-Institutions         
a)     Bodies Corp.         
i.        Indian
ii.      Overseas
b)     Individuals         
i.        Individual shareholders holding nominal share capital upto ₹ 1 lakh220.0004220.00009
ii.      Individual shareholders holding nominal share capital in excess of ₹ 1 lakh
c)      Others (specify)
Sub-total (B)(2)220.0004220.00009
Total Public Shareholding      (B) = (B)(1) + (B)(2)
C.     Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C)5,00,0005,00,000100.0024,90,20024,90,200100.00

 
ii. Shareholding of Promoters:-

 

 Sl.  No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in  shareholding  during the year
 No. of Shares % of total Shares of the company % of Shares Pledged /
encumbered to total shares
 No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares
1.Acuité Ratings & Research Limited4,99,99899.9996024,90,19899.9999100.00031
 Total4,99,99899.9996024,90,19899.9999100.00031

iii. Change in Promoters’ Shareholding:-

 

  Shareholding at the beginning of the  year Cumulative Shareholding during the  year
 No. of shares % of total shares of  the company No. of shares % of total shares of  the company

Acuité Ratings & Research Limited: 

At the beginning of the year

4,99,99899.9996
Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer/bonus/sweat equity, etc.):On March 30, 2020, the Company allotted 19,90,200 shares to Acuité as consideration towards transfer of its non-credit rating business to SMERA under a slump exchange.
At the End of the year24,90,19899.99991

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

 

Sl. No.For Each of the Top 10 ShareholdersShareholding at the beginning of the yearCumulative Shareholding during the year
No. of shares% of total shares of the companyNo. of shares% of total shares of the company
1.

Ms. Vinaya Dongre

(nominee of Acuité Ratings & Research Limited):

At the beginning of the year

10.0002
Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer/bonus/sweat equity, etc.):Change in nomination by Acuité (Holding Company), post cessation of Ms. Dongre from the employment of Acuité. The share was transferred w.e.f. August 30, 2019 to Ms. Reshma Polasa (nominee of Acuité).
At the End of the year00
2.

Ms. Reshma Polasa

(nominee of Acuité Ratings & Research Limited):

At the beginning of the year

00
Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer/bonus/sweat equity, etc.):Nominated by Acuité (Holding Company) to hold one share which was transferred from Ms. Vinaya Dongre to Ms. Polasa w.e.f. August 30, 2019. There was no change in shareholding between 01.04.2019 to 31.03.2020. However, percentage of total shares held by Ms. Polasa decreased during the year from 0.0002% to 0.000045% on account of allotment of shares under the slump exchange.
At the End of the year10.000045

v. Shareholding of Directors and Key Managerial Personnel:-


 For Each of the Directors and KMP
 Shareholding at the beginning of the year Cumulative Shareholding during the year
 No. of shares % of total shares of the company No. of shares % of total shares of the company 

Mr. Sankar Chakraborti, Non – Executive Director

(nominee of Acuité Ratings & Research Limited):

At the beginning of the year

10.0002
Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer/bonus/sweat equity, etc.):There was no change in shareholding between 01.04.2019 to 31.03.2020. However, percentage of total shares held by Mr. Chakraborti decreased during the year from 0.0002% to 0.000045% on account of allotment of shares under the slump exchange.
At the End of the year10.000045

V. INDEBTEDNESS:

 

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

 

The Company has not availed any loan during the year and is a debt-free Company.

 

 Secured Loans
Excluding deposits
Unsecured LoansDeposits

Total

Indebtedness

Indebtedness at the beginning of the financial year
 i.     Principal AmountNA
ii.     Interest due but not paid
iii.     Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
·        AdditionNA
·        Reduction
Net Change
Indebtedness at the end of the financial year
 i.     Principal AmountNA
ii.     Interest due but not paid
iii.     Interest accrued but not due
Total (i+ii+iii)
      

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

    • i.

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

 

   During the period under review the Company has not appointed any Whole-time Director.
ii. Remuneration to other Directors:-

 

Sl. No.Name of DirectorsParticulars of Remuneration
Fee for attending board committee meetings (in )

Commission

(in )

Others, please specify             (in )Total Amount         (in )
1.Independent DirectorsNANANANA
Total (1)NANANANA
2.

Other Non – Executive Directors

Mr. Sankar Chakraborti

NANANANA
Mr. V. Chandrasekaran80,000NANA80,000
Total (2)80,00080,000
Total (ii) = (1 + 2)80,000
Ceiling as per the Act1% of the Net Profit of the Company as per Section 198 of the Companies Act, 2013
Total Managerial Remuneration (i + ii)80,000

 

iii. Remuneration to Key Managerial Personnel other than MD / MANAGER / WTD:-

 

       As approved by the Board of Directors of the Company, Ms. Chitra Mohan who is the Company Secretary and Key Managerial Personnel       of the Parent Company was also designated as the Company Secretary and Key Managerial Personnel for SMERA. Further, as decided by       the Board Ms. Mohan shall continue to draw remuneration from only one organization i.e. Acuité Ratings & Research Limited (Parent       Company).

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

 

There were no penalties, punishments or compounding of offences during the financial year 2019-20.

 

TypeSection of the Companies ActBrief DescriptionDetails of Penalty /
Punishment/
Compounding fees imposed
Authority  [RD / NCLT / COURT]Appeal made, if any (give Details)
A.     COMPANY
PenaltyNIL
Punishment
Compounding
B.     DIRECTORS
PenaltyNIL
Punishment
Compounding
C.     OTHER OFFICERS IN DEFAULT
PenaltyNIL
Punishment
Compounding