Acuite Ratings & Research Limited

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FORM NO. MGT.9

EXTRACT OF ANNUAL RETURN

as on the financial year ended 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]

REGISTRATION AND OTHER DETAILS:

i.	CIN	U74999MH2005PLC155683
ii.	Registration Date	August 26, 2005
iii.	Name of the Company	Acuité Ratings & Research Limited
iv.	Category / Sub-Category of the Company	Company limited by shares Non – Govt. Company
v.	Address of the Registered office and contact details	The Capital, 812, 8 ^th Floor, A-Wing, Plot No. C - 70, G - Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 Tel : +91 22 49294000 Email id : info@acuite.in Website : www.acuite.in
vi.	Whether listed company Yes / No	No
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any	Link Intime India Pvt. Ltd. 247 Park, C 101, 1 ^st Floor, LBS Marg, Vikhroli (W), Mumbai – 400 083 Tel : +91 22 49186000

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
1.	Rating / Grading Services	NIL	95.90

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.	SMERA Gradings & Ratings Private Limited Unit 102, 1st Floor, Sumer Plaza, Marol – Maroshi Road, Marol, Andheri (East), Mumbai – 400 059	U74999MH2018PTC308660	Subsidiary	99.9	Section 2(87)

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

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
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
Promoters
Indian
Individual/ HUF	-	-	-	-	-	-	-	-	-
Central Govt.	-	-	-	-	-	-	-	-	-
State Govt.(s)	-	-	-	-	-	-	-	-	-
Bodies Corp.	5100000	-	5100000	34.29	5100000	-	5100000	35.73	1.44
Banks / FI	5100000	-	5100000	34.29	5100000	-	5100000	35.73	1.44
Any Other	-	-	-	-	-	-	-	-	-
Sub-total (A)(1)	10200000	-	10200000	68.57	10200000	-	10200000	71.46	2.88
Foreign
NRIs –Individuals	-	-	-	-	-	-	-	-	-
Other – Individuals	-	-	-	-	-	-	-	-	-
Bodies Corp.	-	-	-	-	-	-	-	-	-
Banks / FI	-	-	-	-	-	-	-	-	-
Any Other	-	-	-	-	-	-	-	-	-
Sub-total (A)(2)	-	-	-	-	-	-	-	-	-
Total shareholding of Promoter (A)=(A)(1)+(A)(2)	10200000	-	10200000	68.57	10200000	-	10200000	71.46	2.88
Public Shareholding
(1) Institutions
Mutual Funds	-	-	-	-	-	-	-	-	-
Banks / FI	4675000	-	4675000	31.43	4075000	-	4075000	28.54	(2.89)
Central Govt.	-	-	-	-	-	-	-	-	-
State Govt.(s)	-	-	-	-	-	-	-	-	-
Venture Capital Funds	-	-	-	-	-	-	-	-	-
Insurance Companies	-	-	-	-	-	-	-	-	-
FIIs	-	-	-	-	-	-	-	-	-
Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
Others (specify)	-	-	-	-	-	-	-	-	-
Sub-total (B)(1)	4675000	-	4675000	31.43	4075000	-	4075000	28.54	(2.89)
(2) Non-Institutions
Bodies Corp.
Indian	-	-	-	-	-	-	-	-	-
Overseas	-	-	-	-	-	-	-	-	-
Individuals
Individual shareholders holding nominal share capital upto Rs. 1 lakh	-	-	-	-	-	-	-	-	-
Individual shareholders holding nominal share capital in excess of Rs 1 lakh	-	-	-	-	-	-	-	-	-
Others (specify)	-	-	-	-	-	-	-	-	-
Sub-total (B)(2)	-	-	-	-	-	-	-	-	-
Total Public Shareholding (B) = (B)(1) + (B)(2)	4675000	-	4675000	31.43	4075000	-	4075000	28.54	(2.89)
Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	14875000	-	14875000	100.00	14275000	-	14275000	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
Sl. No.	Shareholder's Name	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	% change in shareholding during the year
1.	Small Industries Development Bank of India	5100000	34.29	0	5100000	35.73	0	1.44
2.	Dun & Bradstreet Information Services India Pvt. Ltd.	5100000	34.29	0	5100000	35.73	0	1.44
	Total	10200000	68.58	0	10200000	71.46	0	2.88

iii. Change in Promoters' Shareholding (please specify, if there is no change):-

	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
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 Promoters’ Shareholding between 01.04.2018 to 31.03.2019. However, percentage of total shares held by the Promoters’ – SIDBI and D&B, increased during the year from 34.29% to 35.73%, on account of buy-back of 6,00,000 equity shares by the Company.
At the End of the year

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
Sl. No.	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
1.	ICICI Bank: At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	1100000	7.39	-	-
	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 01.04.2018 to 31.03.2019. However, percentage of total shares held by ICICI increased during the year from 7.39% to 7.71% on account of buy-back of 6,00,000 equity shares by the Company.
	At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	-	-	11,00,000	7.71
2.	State Bank of India: At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	950000	6.39	-	-
	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 01.04.2018 to 31.03.2019. However, percentage of total shares held by ICICI increased during the year from 6.39% to 6.65% on account of buy-back of 6,00,000 equity shares by the Company.
	At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	-	-	9,50,000	6.65
3.	Bank of Baroda: At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	400000	2.69	-	-
	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 01.04.2018 to 31.03.2019. However, percentage of total shares held by ICICI increased during the year from 6.39% to 6.65% on account of buy-back of 6,00,000 equity shares by the Company.
	At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	-	-	4,00,000	2.80
4.	Bank of India: At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	400000	2.69	-	-
	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 11, 2019 the Company bought back 1,20,000 shares.
	At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	-	-	2,80,000	1.96
5.	Canara Bank: At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	400000	2.69	-	-
	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 11, 2019 the Company bought back 1,20,000 shares.
	At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	-	-	2,80,000	1.96
6.	Oriental Bank of Commerce: At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	400000	2.69	-	-
	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 11, 2019 the Company bought back 1,20,000 shares.
	At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	-	-	2,80,000	1.96
7.	Union Bank of India: At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	400000	2.69	-	-
	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 11, 2019 the Company bought back 1,20,000 shares.
	At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	-	-	2,80,000	1.96
8.	Standard Chartered Bank: At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	225000	1.51	-	-
	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 11, 2019 the Company bought back 1,20,000 shares.
	At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	-	-	2,80,000	1.96
9.	Indian Bank: At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	200000	1.34	-	-
	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 11, 2019 the Company bought back 1,20,000 shares.
	At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	-	-	2,80,000	1.96
10.	Punjab National Bank: At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	200000	1.34	-	-
	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 11, 2019 the Company bought back 1,20,000 shares.
	At the beginning of the year and at the end of the year – No change during the year ended 31 March, 2018.	-	-	2,80,000	1.96

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
For Each of the Directors and KMP	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

INDEBTEDNESS:

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

		Secured Loans Excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
Principal Amount	NA
Interest due but not paid
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
Principal Amount	NA
Interest due but not paid
Interest accrued but not due
Total (i+ii+iii)

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sl. No.	Particulars of Remuneration	Name of WTD	Total Amount (in Rs.)
		Mr. Sankar Chakraborti - CEO
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	1,36,82,418 - -	1,36,82,418 - -
2.	Stock Option	NA	NA
3.	Sweat Equity	NA	NA
4.	Commission - as % of profit - others, specify	NA NA	NA NA
5.	Others, please specify	NA	NA
	Total (i)	1,36,82,418	1,36,82,418
	Ceiling as per the Act	5% of the Net Profit of the Company calculated as per Section 198 of the Companies Act, 2013

Remuneration to other Directors:-

Sl. No.	Name of Directors	Particulars of Remuneration
Sl. No.	Name of Directors	Fee for attending board committee meetings (in Rs.)	Commission (in Rs.)	Others, please specify (in Rs.)	Total Amount (in Rs.)
1.	Independent Directors Mr. S Ravi (Ceased to be Director w.e.f. December 23, 2018)	1,10,000	NA	NA	1,10,000
	Mrs. Vidya Mahambare (Ceased to be Director w.e.f. December 23, 2018)	2,40,000	NA	NA	2,40,000
	Mr. Hiren Shah	3,95,000	NA	NA	3,95,000
	Mr. C R Biswal (Appointed w.e.f January 28, 2019)	75,000	NA	NA	75,000
	Total (1)	8,20,000	-	-	8,20,000
2.	Other Non - Executive Directors Mr. Subhash S Mundra (Appointed w.e.f. March 11, 2019)	35,000	NA	NA	35,000
	Mr. Jaspal Bindra (Ceased to be Director w.e.f. February 27, 2019)	2,40,000	NA	NA	2,40,000
	Mr. A K Deb	2,95,000	NA	NA	2,95,000
	Mr. Rajesh Mirchandani	NA	NA	NA	NA
	Mr. Manish Sinha (Ceased to be Director w.e.f. December 14, 2018)	NA	NA	NA	NA
	Mr. Praveen Trivedi (Ceased to be Director w.e.f. February 20, 2019)	35,000	NA	NA	35,000
	Mr. Saurabh Shah (Appointed w.e.f. December 14, 2018)	NA	NA	NA	NA
	Mr. Arun Tiwari (Appointed w.e.f. March 12, 2019)	35,000	NA	NA	35,000
	Total (1)	6,40,000	-	-	6,40,000
Total (ii) = (1 + 2)		14,60,000
Ceiling as per the Act		1% of the Net Profit of the Company calculated as per Section 198 of the Companies Act, 2013
Total Managerial Remuneration (i + ii)		1,51,42,418

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

Sl. No.	Particulars of Remuneration	Key Managerial Personnel
		Ms. Chitra Mohan, CS	Mr. Deepak Dhingra, 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	25,20,773 -	27,80,233 - -	53,01,006 - -
2.	Stock Option	NA	NA	NA
3.	Sweat Equity	NA	NA	NA
4.	Commission - as % of profit - others, specify	NA	NA	NA
5.	Others, please specify	NA	NA	NA
Total		25,20,773	27,80,233	53,01,006

PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT / COURT]	Appeal made, if any (give Details)
COMPANY
Penalty	NIL
Punishment
Compounding
DIRECTORS
Penalty	NIL
Punishment
Compounding
OTHER OFFICERS IN DEFAULT
Penalty	NIL
Punishment
Compounding