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. | CIN | U74999MH2018PTC308660 |
| ii. | Registration Date | April 27, 2018 |
| iii. | Name of the Company | SMERA 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 / No | No |
| 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 Fees | 66190 | 85 |
| 2. | Other Income | – | 15 |
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 | U74999MH2005PLC155683 | Holding | 99.99991% | Section 2(46) |
IV. SHARE HOLDING 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 | No. of Shares held at the end of the year | % Change during the year | ||||||
| Demat | Physical | Total | % of Total Shares | Demat | Physical | Total | % of Total Shares | ||
| A. Promoters | |||||||||
| (1) Indian | |||||||||
| a) Individual/ HUF | – | – | – | – | – | – | – | – | – |
| b) Central Govt. | – | – | – | – | – | – | – | – | – |
| c) State Govt.(s) | – | – | – | – | – | – | – | – | – |
| d) Bodies Corp. | – | 4,99,998 | 4,99,998 | 99.9996 | – | 24,90,198 | 24,90,198 | 99.99991 | 0.00031 |
| e) Banks / FI | – | – | – | – | – | – | – | – | – |
| f) Any Other | – | – | – | – | – | – | – | – | – |
| Sub-total (A)(1) | – | 4,99,998 | 4,99,998 | 99.9996 | – | 24,90,198 | 24,90,198 | 99.99991 | 0.00031 |
| (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 lakh | – | 2 | 2 | 0.0004 | – | 2 | 2 | 0.00009 | – |
| ii. Individual shareholders holding nominal share capital in excess of ₹ 1 lakh | – | – | – | – | – | – | – | – | – |
| c) Others (specify) | – | – | – | – | – | – | – | – | – |
| Sub-total (B)(2) | – | 2 | 2 | 0.0004 | – | 2 | 2 | 0.00009 | – |
| Total Public Shareholding (B) = (B)(1) + (B)(2) | – | – | – | – | – | – | – | – | – |
| C. Shares held by Custodian for GDRs & ADRs | – | – | – | – | – | – | – | – | – |
| Grand Total (A+B+C) | – | 5,00,000 | 5,00,000 | 100.00 | – | 24,90,200 | 24,90,200 | 100.00 | – |
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 Limited | 4,99,998 | 99.9996 | 0 | 24,90,198 | 99.99991 | 0 | 0.00031 |
| Total | 4,99,998 | 99.9996 | 0 | 24,90,198 | 99.99991 | 0 | 0.00031 | |
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 | 4,99,998 | 99.9996 | – | – |
| 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 year | – | – | 24,90,198 | 99.99991 |
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 Shareholders | 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 | ||
| 1. | Ms. Vinaya Dongre (nominee of Acuité Ratings & Research Limited): At the beginning of the year | 1 | 0.0002 | – | – |
| 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 year | – | – | 0 | 0 | |
| 2. | Ms. Reshma Polasa (nominee of Acuité Ratings & Research Limited): At the beginning of the year | 0 | 0 | – | – |
| 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 year | – | – | 1 | 0.000045 | |
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 | 1 | 0.0002 | – | – |
| 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 year | – | – | 1 | 0.000045 |
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 Loans | Deposits | Total Indebtedness | ||
| Indebtedness at the beginning of the financial year | |||||
| i. Principal Amount | NA | ||||
| ii. Interest due but not paid | |||||
| iii. Interest accrued but not due | |||||
| Total (i+ii+iii) | |||||
| Change in Indebtedness during the financial year | |||||
| · Addition | NA | ||||
| · Reduction | |||||
| Net Change | |||||
| Indebtedness at the end of the financial year | |||||
| i. Principal Amount | NA | ||||
| 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 Directors | Particulars of Remuneration | |||
| Fee for attending board committee meetings (in ₹) | Commission (in ₹) | Others, please specify (in ₹) | Total Amount (in ₹) | ||
| 1. | Independent Directors | NA | NA | NA | NA |
| Total (1) | NA | NA | NA | NA | |
| 2. | Other Non – Executive Directors Mr. Sankar Chakraborti | NA | NA | NA | NA |
| Mr. V. Chandrasekaran | 80,000 | NA | NA | 80,000 | |
| Total (2) | 80,000 | – | – | 80,000 | |
| Total (ii) = (1 + 2) | 80,000 | ||||
| Ceiling as per the Act | 1% 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.
| Type | Section of the Companies Act | Brief Description | Details of Penalty / Punishment/ Compounding fees imposed | Authority [RD / NCLT / COURT] | Appeal made, if any (give Details) |
| A. COMPANY | |||||
| Penalty | NIL | ||||
| Punishment | |||||
| Compounding | |||||
| B. DIRECTORS | |||||
| Penalty | NIL | ||||
| Punishment | |||||
| Compounding | |||||
| C. OTHER OFFICERS IN DEFAULT | |||||
| Penalty | NIL | ||||
| Punishment | |||||
| Compounding | |||||