FORM NO. MGT.9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2019

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

  1. REGISTRATION AND OTHER DETAILS:
  2. i. CIN U74999MH2018PTC308660
    ii. Registration Date April 27, 2018
    iii. Name of the Company 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 Unit 102, 1st Floor, Sumer Plaza,Marol – Maroshi Road, Marol, Andheri (East), Mumbai – 400 059
    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
  3. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
  4. All the business activities contributing 10% or more of the total turnover of the company (on standalone basis) shall be stated:-

    SI. No. Name and Description of main products / services NIC Code of the Product / service % to total turnover of the company
    1. Rating fees 66190 100
  5. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
  6. SI. No. Name and Address of the Company CIN/GLN Holding / Subsidiary / Associate % of shares held Applicable Section
    1. Acuité Ratings & Research Limited (erstwhile SMERA Ratings Limited) The Capital, 812, 8th Floor, A - Wing, Plot No. C - 70, G - Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 U74999MH2005PLC155683 Holding 99.9996% Section 2(46)
  7. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):
    1. Category - wise Share Holding:-
    2. 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 - 4,99,998 4,99,998 99.9996 -
      e) Banks / FI - - - - - - - - -
      f) Any Other - - - - - - - - -
      Sub-total (A)(1) - 4,99,998 4,99,998 99.9996 - 4,99,998 4,99,998 99.9996 -
      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 0.0004 -
      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 0.0004 -
      Total Public Shareholding (B) = (B)(1) + (B)(2) - 2 2 0.0004 - 2 2 0.0004 -
      C. Shares held by Custodian for GDRs & ADRs - 2 2 0.0004 - 2 2 0.0004 -
      Grand Total (A+B+C) 5,00,000 - 5,00,000 100.00 5,00,000 - 5,00,000 100.00 -
    3. Shareholding of Promoters:-
    4. 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 (erstwhile SMERA Ratings Limited) 4,99,998 99.9996 0 4,99,998 99.9996 0 -
      Total 4,99,998 99.9996 0 4,99,998 99.9996 0 -
    5. Change in Promoters' Shareholding:-
    6. 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
      At the beginning of the year There was no change in Promoters’ Shareholding between 27.04.2018 to 31.03.2019
      Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/transfer/bonus/sweat equity, etc.)
      At the End of the year
    7. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):-
    8. 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. Mr. Sankar Chakraborti:
      At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2019.
      1 0.0002 - -
      2. Ms. Vinaya Dongre:
      At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2019.
      1 0.0002 - -
    9. Shareholding of Directors and Key Managerial Personnel:-
    10. 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
      At the beginning of the year NA NA NA NA
      Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g allotment/transfer/bonus/sweat equity etc.) NA NA NA NA
      At the End of the year NA NA NA NA
  8. INDEBTEDNESS:
  9. 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 NA
    ii. Interest due but not paid
    iii. Interest accrued but not due
    Total (i+ii+iii)
    Change in Indebtedness during the financial year
    i. Addition NA
    ii. 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)
  10. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
    1. Remuneration to Whole-time Directors:-
    2. During the period under review the Company has not appointed any Whole-time Director.

    3. Remuneration to other Directors:-
    4. Particulars of Remuneration
      Sl. No. Name of Directors 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 Independent Directors
      Mr. Sankar Chakraborti NA NA NA NA
      Mr. V. Chandrasekaran
      (Appointed w.e.f. September 20, 2018)
      20,000 NA NA 20,000
      Ms. Vinaya Dongre
      (Ceased to be Director w.e.f. April 30, 2019)
      NA NA NA NA
      Mr. Suman Mukhopadhyay
      (Ceased to be Director w.e.f. September 20, 2018)
      NA NA NA NA
      Ms. Reshma Polasa
      (Ceased to be Director w.e.f. May 22, 2018)
      NA NA NA NA
      Total(2) 20,000 NA NA 20,000
      Total (ii) = (1 + 2) 20,000
      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) 20,000
    5. Remuneration to Key Managerial Personnel other than MD / MANAGER / WTD:-
    6. 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 and classified 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).

  11. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:
  12. 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
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