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A-1 Acid Ltd.

BSE: 542012 Sector: Industrials
NSE: N.A. ISIN Code: INE911Z01017
BSE 00:00 | 11 Aug 314.40 -0.35
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NSE 05:30 | 01 Jan A-1 Acid Ltd
OPEN 314.75
PREVIOUS CLOSE 314.75
VOLUME 23160
52-Week high 322.00
52-Week low 133.55
P/E 41.75
Mkt Cap.(Rs cr) 362
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 314.75
CLOSE 314.75
VOLUME 23160
52-Week high 322.00
52-Week low 133.55
P/E 41.75
Mkt Cap.(Rs cr) 362
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

A-1 Acid Ltd. (A1ACID) - Director Report

Company director report

To

The Members

A-1 ACID LIMITED

The Directors present the 18th Annual report of the Companyalong with the audited financial statements for the financial year ended March 31 2022.

FINANCIAL PERFORMANCE:

The Company's financial performance for the year under review alongwith previous year figures is given hereunder:

(Rs. In Lakhs)

Particulars Standalone Consolidated
Financial Year Financial Year Financial Year Financial Year
2021-22 2020-21 2021-22 2020-21
(FY 2022) (FY 2021) (FY 2022) (FY 2021)
Revenue from Operations 31036.04 14518.35 31036.04 14518.35
Other Income 400.81 385.06 400.81 385.06
Total revenue 31436.85 14903.41 31436.85 14903.41
Operating Profit (Before Finance Cost Depreciation & Amortisation and Exceptional items and Tax Expense) 1303.69 768.4 1318.3 768.4
Less: Finance Cost 120.66 72.07 120.66 72.07
Profit before Depreciation & Amortisation and Exceptional items and Tax Expense 1183.04 696.33 1197.64 696.33
Less: Depreciation & Amortisation 334.66 280.86 334.66 280.86
Profit before Exceptional and Extraordinary item and Tax 848.37 415.47 862.98 415.47
Less: Exceptional items (Impairment Loss) 0.00 0.00 0.00 0.00
Profit before Tax 848.37 415.47 862.98 415.47
Less: Net Current Tax Expense pertaining to current year 228.81 97.42 228.81 97.42
Less/(Add): Tax Adjustments of earlier year 0.00 4.77 0.00 4.77
Less/(Add): Deferred Tax (10.96) 40.26 (10.96) 40.26
Profit after Tax 630.52 273.02 645.13 273.02
Share of Profit/ (loss) from associate -- -- (14.61) 0.00
Net profit after tax and share of profit/(loss) from Associate -- -- 630.52 273.02
Other Comprehensive income/(loss) Net of tax -- -- -- --
Total Comprehensive income/(loss) Net of tax 630.52 273.02 630.52 273.02
Earnings per share for continuing operation
Basic 5.48 2.37 5.48 2.37
Diluted 5.48 2.37 5.48 2.37

DIVIDEND:

The Board of Directors have recommended a final dividend of Rs. 1.50per share on 11500000 equity shares of Rs. 10/- each fully paid for the year ended on31.03.2022 to be paid subject to the approval of the members at the ensuing AnnualGeneral Meeting.

Since there was no unpaid / unclaimed dividend in the Company theCompany is not required to transfer any amount to the Investor Education and ProtectionFund as required under the provision of Section 125 of the Companies Act 2013.

TRANSFER TO RESERVE& SURPLUS:

The standalone and consolidated net profit of the company for F.Y.2021-22 is Rs. 630.52 Lakhs. The profit of F.Y. 2021-22 has been transferred to thesurplus account.

COMPANY'S PERFORMANCE AND STATE OF AFFAIRS:

On a standalone basis the revenue from operations for FY 2021-22 wasRs.31036.04 Lakhs over the previous year's revenue from operations of Rs.14518.35 Lakhswhich is 113.77% more than previous year revenue from operations. Net Profit after tax forFY 2021-22 was Rs. 630.52 Lakhs against the previous year's Net Profit after tax of Rs.273.02 Lakhs.

On a consolidated basis the revenue from operations for FY 2021-22 wasRs.31036.04 Lakhs over the previous year's revenue from operations of Rs.14518.35 Lakhswhich is 113.77% more than previous year revenue from operations. Net Profit after tax forFY 2021-22 was Rs. 630.52 Lakhs against the previous year's Net Profit after tax of Rs.273.02 Lakhs.

On standalone basis Earnings per Share for FY 2021-22 was Rs. 5.48against the previous year's Earnings per Share of Rs. 2.37.

On consolidated basis Earnings per Share for FY 2021-22 was Rs. 5.48against the previous year's Earnings per Share of Rs. 2.37.

The Company definitely provide better results to the shareholders inupcoming year via better performance.

QUALITY INITIATIVE:

The Company continues to sustain its commitment to the highest levelsof quality superior product management and mature business continuity management. Ourcustomer-centricity process rigor and focus on delivery excellence have resulted inconsistent improvements in customer satisfaction levels.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

There have been no material changes and commitments affecting thefinancial position of the Company which occurred between the end of the financial year ofthe Company to which the financial statements relate and the date of this report.

SHARE CAPITAL:

During the period under review there has been change in the authorisedshare capital and paid up share capital of the Company which stands at Rs. 200000000/-(Rupees Twenty Crores only) divided into 20000000 (Two Crore only) equity shares of Rs.10/- each and Rs. 115000000/- (Rupees Eleven Crore Fifty Lakhs only) divided into11500000 (One Crore Fifteen Lakhs) equity shares of Rs. 10/- each respectively.

The paid up share capital of the company increased from Rs.100000000 to Rs. 115000000 by allotment of 1500000 Bonus equity shares of Rs. 10each on 20th August 2021 in the ratio of 3 equity shares as bonus shares forholding every 20 equity shares.

LISTING INFORMATION:

The Equity Shares in the Company are continued to be listed with BSESME Platform and in dematerialized form. The ISIN No. of the Company is INE911Z01017.

The company obtained shareholders' approval by postal ballot regardingmigration from SME platform to main board of BSE on 7th March 2022 andobtained in principal approval from Bombay stock exchange on 18th April 2022.Also the company obtained board approval regarding listing at NSE main board on 27thApril2022.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company Equity Shares is listed at Bombay Stock Exchange Limited(SME segment). The Annual Listing fee for the year 2022-23 has been paid.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet as per section 73 and 76 of the companies Act 2013 readwith Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013 from the part of the notes to the Financial Statements provided inthis Annual Report.

UTILIZATION OF IPO FUND:

The Initial Public Offer fund is utilized for the purpose for which theamount is raised as mentioned in the prospectus and there is no deviation or variation inthe Utilization of IPO Fund.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company doneduring the year. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company implemented suitable controls to ensure its operationalcompliance and reporting objectives. The Company has adequate policies and procedures inplace for its current size as well as the future growing needs. These policies andprocedures play a pivotal role in the deployment of the internal controls. They areregularly reviewed to ensure both relevance and comprehensiveness and compliance isingrained into the management review process.

Adequacy of controls of the key processes is also being reviewed by theInternal Audit team. Suggestions to further strengthen the process are shared with theprocess owners and changes are suitably made. Significant findings along with managementresponse and status of action plans are also periodically shared with and reviewed by theAudit Committee. It ensures adequate internal financial control exist in design andoperation.

M/s. S V R P & CO. is the internal auditor of the Company for theF.Y. 2021-22 who conducts Internal audit and submit reports to the Audit Committee. TheInternal Audit is processed to design to review the adequacy of internal control checks inthe system and covers all significant areas of the Company's operations. The AuditCommittee reviews the effectiveness of the Company's internal control system.

DETAILS OF HOLDING SUBSIDIARY AND ASSOCIATES:

The Company has 1 Associate Company namely A-1 Sureja Industries as onMarch 31 2022. There are no subsidiary or joint venture companies within the meaning ofSection 2(6) of the Companies Act 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of financial statements of the Company's subsidiaries inForm AOC-1 is appended as Annexure-I to the Board's report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:

Information in accordance with the provisions of Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014regarding conservation of energy technology absorption and foreign exchange earnings andoutgo are as under:

Sr. No. Particulars Comments
(A) Conservation of energy
(i) The steps taken or impact on conservation of energy; Energy conservation is very important for the company and therefore energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every effort to ensure the optimal use of energy avoid waste and conserve energy by using energy efficient equipment's with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced.
(ii) The steps taken by the Company for utilizing alternate sources of energy; Nil
(iii) The capital investment on energy conservation equipment Nil
(B) Technology absorption
(i) The efforts made towards technology absorption Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labour intensive we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale.
(ii) The benefits derived like product improvement cost reduction product development or import substitution; Nil
(iii) In case of imported technology (import
during the last three years reckoned from the beginning of the financial year
(a) the details of technology imported Nil
(b) the year of import N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and N.A.
(iv) The expenditure incurred on Research and Development Nil
(C) Foreign exchange earnings and Outgo Inflow (In Rs.) Out Flow (In Rs.)
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows Nil Nil

INDUSTRIAL RELATION:

During the year under review your Company enjoyed cordial relationshipwith workers and employees at all levels.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Suresh Somanth Dave appointed as additional Non-executive directorw. e. f. 27th January 2022 and confirmed as director by passing specialresolution though postal ballot on 7th March 2022.

As per Provisions of Section 152 of the Companies Act 2013 Mrs.Krishna Utkarsh Patel is liable to retire by rotation and is eligible for re-appointment.

Mr. Harshadkumar Naranbhai Patel Managing Director eligible forre-appointment as Managing director for 5 years w.e.f. 1st February.2023.

Mr. Jitendra Naranbhai Patel Wholetime Director eligible forre-appointment as Wholetime director for 5 years w.e.f. 1st February.2023.

Mr. Utkarsh Harshadkumar Patel Wholetime Director eligible forre-appointment as Wholetime Director for 5 years w.e.f. 1st February.2023.

Mr. Chirag Rajnikant Shah Independent Director eligible forre-appointment as independent Director for 5 years w.e.f. 15th December 2022.

Mrs. Lajju Hemang Shah Independent Director eligible forre-appointment as independent director for 5 years w.e.f. 15th December 2022.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act with respect to DirectorResponsibility Statement the Board of Directors to the best of its knowledge andability confirm that:

(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

(c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 and Rules made thereunder for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concernbasis;

(e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

During the Financial year 2021-22 Twenty-Five (25) board meetings wereheld. These were held on April 20 2021; May 31 2021 June 09 2021; June 23 2021; July09 2021; July 10 2021; July 16 2021; August 12 2021; August 20 2021; September172021; September 27 2021; October 06 2021; October 22 2021 October 26 2021;November 08 2021; November 13 2021; November 25 2021; December 09 2021; December 312021; January 18 2022; January 27 2022 February 23 2022 March 02 2022 and March 112022 and March 252022.The interval between any two meetings was well within the maximumallowed gap of 120 days.

The Composition of Board of directors and the details of meetingsattended by the members during the year are given below.

Name of the director Category No. of Board Meetings Held & Entitled to Attend No. of Board Meetings Attended
Mr. Harshadkumar Naranbhai Patel Chairman & Managing Director 25 25
Mr. Jitendra Naranbhai Patel Whole-time Director 25 25
Mrs. Lajju Hemang Shah Independent Director 25 11
Mr. Chirag Rajnikant Shah Independent Director 25 11
Mr. Utkarsh Harshadkumar Patel Whole-time Director 25 25
Mrs. Hansa Bharatbhai Patel[1] Non-Executive Director 4 4
Mrs. Krishna Utkarsh Patel Non-Executive Director 25 25
Ms. Helly Harshadkumar Patel[2] Non-Executive Director 4 4
Mr. Nitin Rikhavbhai Shah Independent Director 25 12
Mr. Suresh Somnath Dave[3] Independent Director 4 1

(1) Resigned as director with effect from July 9 2021;

(2) Resigned as director with effect from July 9 2021;

(3) Appointed as additional independent director on 27thJanuary 2022 and confirmed as Independent director with effect from March 07 2022.

COMMITTEES OF THE BOARD:

Matters of policy and other relevant and significant information arefurnished regularly to the Board. To provide better Corporate Governance &transparency currently your Board has Audit Committee Remuneration & NominationCommittee and Stakeholder Relationship Committee to look into various aspects for whichthey have been constituted. The Board fixes the terms of reference of Committees and alsodelegate powers from time to time.

AUDIT COMMITTEE:

The Audit Committee comprises of non-executive Independent Director andDirector as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2021-22 Eight (8) meeting of audit committeeheld on April 20 2021; May 31 2021; June 09 2021; July 09 2021; October 22 2021;November 08 2021; November 13 2021 and January 27 2022.

The Composition of Audit Committee and the details of meetings attendedby the members during the year are given below.

Name of the Director Status in Committee Nature Nature of Directorship No of Meetings Held & Entitled to Attend No of Meetings attended
Mr. Chirag Rajnikant Shah Chairman of committee Non-Executive and Independent Director 8 8
Mrs. Lajju Hemang Shah Member Non-Executive and Independent Director N=RIGHT>8 8
Mrs. Hansa Bharatbhai Patel Member Non-Executive and Non Independent Director 4 4
Mrs. Krishna Utkarsh Patel Member Non-Executive and Non Independent Director 4 4

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THEBOARD ALONG WITH REASONS:

All the recommendations made by the Audit Committee are accepted andimplemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of non-executiveIndependent Director and Director as its members. The Chairman of the Committee is anIndependent Director.

During the Financial year 2021-22 one meeting of the Nomination andRemuneration Committee met on January 27 2022.

Name of the Director Status in Committee Nature Nature of Directorship No of Meetings Held & Entitled to Attend No of Meetings attend ed
Mr. Chirag Rajnikant Shah Chairman of committee Non-Executive and Independent Director 1 1
Mrs. Lajju Hemang Shah Member Non-Executive and Independent Director 1 1
Mrs. Krishna Utkarsh Patel Member Non-Executive and Non Independent Director 1 1

The Nomination and remuneration policy available on the website of thecompany at www.a1acid.com.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The stakeholder relationship committee comprises non-executiveIndependent Director and Director as its members. The Chairman of the Committee is anIndependent Director.

During the Financial year 2021-22 four (4) meeting of StakeholderRelationship Committee were held on April 20 2021 October 08 2021 October 22 2021 andJanuary 27 2022.

The Composition of Stakeholder and Relationship Committee and thedetails of meetings attended by the members during the year are given below:

Name of the Director Status in Committee Nature Nature of Directorship No. of Meetings Held & Entitled to Attend No. of Meetings attend ed
Mr. Chirag Rajnikant Shah Chairman of committee Non-Executive and Independent Director 4 4
Mrs. Lajju Hemang Shah Member Non-Executive and Independent Director 4 4
Mrs. Hansa Bharatbhai Patel Member Non-Executive and Non Independent Director 1 1
Mrs. Krishna Utkarsh Patel Member Non-Executive and Non Independent Director 3 3

EXTRACTS OF ANNUAL RETURN:

In accordance with section 134(3)(a) of the Companies Act 2013 AnnualReturn is available on the Website of the Company after conclusion of the AGM atwww.a1acid.com.

CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation the Compliance withthe Corporate Governance provisions shall not apply in respect of the following class ofthe Companies:

a. Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net worth not exceeding Rs. 25 Crore as on the last day of the previousfinancial year;

b. Listed entity which has listed its specified securities on the SMEExchange.

Since our Company falls in the ambit of aforesaid exemption (b); hencecompliance with the provisions of Corporate Governance shall not apply to the Company andit does not form the part of the Annual Report for the financial year 2021-22.

AUDITORS:

1. STATUTORY AUDITORS:

At the fifteenth AGM held on September 19 2019 the Members approvedappointment of M/s. Riddhi P. Sheth & Co. Chartered Accountants (Firm RegistrationNo. 140190W) as Statutory Auditors of the Company to hold office for a period of fiveyears from the conclusion of that AGM till the conclusion of the 20th AGM.

2. SECRETARIAL AUDITOR:

The Board of directors pursuant to Section 204 of the Companies Act2013 read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 has appointed M/s. H. S. Mehta & Associates (CP. No. 2471)Practicing Company Secretary Ahmedabad as Secretarial Auditor of the Company to conductthe Secretarial Audit as per the provisions of the said Act for the Financial Year2021-22.

A Secretarial Audit Report for the Financial Year 2021-22 is annexedherewith as Annexure-II in Form MR-3. There are no adverse observations in the SecretarialAudit Report which call for explanation.

3. INTERNAL AUDITOR:

The Board of directors has appointed M/s. S V R P & CO. CharteredAccountant as the internal auditor of the company on the recommendations of the AuditCommittee for F.Y. 2021-22; The Internal Auditor conducts the internal audit of thefunctions and operations of the Company and reports to the Audit Committee and Board fromtime to time.

4. COST AUDITORS AND THEIR REPORT:

As per provision of section 148(3) of Companies Act 2013 and rule 6(2)of Companies (Cost records and audit) Rules 2014 the company is not required to appointa cost auditor to maintain / audit the cost records of the company for cost audit report.

REVIEW OF AUDITORS REPORT:

There are following remarks made by Statutory Auditors M/s. Riddhi P.Sheth & Co. (FRN: 140190W) Chartered Accountants Ahmedabad in the Auditor's reportas mentioned bellows:

Remark 1: Company has been sanctioned working capital limits in excessof five crore rupees in aggregate from banks on the basis of security of current assets.In the following cases quarterly returns filed by the company with banks are not inagreement with the books of accounts of the company.

INR in Lakhs

Quarter ending Value as per books of accounts Value as per quarterly statement filed with the bank Difference
June 30 2021 4086.19 4071.86 14.33
September 30 2021 4498.49 4510.97 (12.48)
December 31 2021 4978.42 5033.71 (55.29)

Reply: The discrepancies are on account of statements filed with thebanks on financial statement prepared on provisional basis.

Remark 2: The Company has granted loan to one party without specifyingany terms or period of repayment. The aggregate amount is outstanding of Rs. 91953/-.Percentage to total loan is 100%.

Reply: The Company has granted loan to Swastika Fin-Mart PrivateLimited @ 9% for business purpose.

REVIEW OF SECRETARIAL AUDITORS REPORT:

There are no qualifications reservations or adverse remarks made bySecretarial Auditors M/s. H. S. Mehta & Associates (FCS: 3973 CP. No: 2471)Ahmedabad Practicing Company Secretary in their Secretarial Audit Report for theFinancial Year ended March 31 2022.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the Statutory nor the SecretarialAuditors has reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirement) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis of the Company for the yearunder review is presented in a separate section forming the part of the Annual Report isattached here with as Annexure III.

DEMATERIALISATION OF SHARES:

During the year under review all the equity shares were dematerializedthrough depositories viz. National Securities Depository Limited and Central DepositoryServices (India) Limited which represents 100% of the total paid-up capital of theCompany. The Company ISIN No. is INE911Z01017 and Registrar and Share Transfer Agent isCAMEO CORPORATE SERVICES LIMITED.

DIRECTOR REMUNERATION AND SITTING FEES:

Member's attention is drawn to Financial Statements wherein thedisclosure of remuneration and sitting fees paid to directors is given during the year2021-22.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of business.There are no materially significant related party transactions made by the company withrelated parties which may have potential conflict with the interest of the company atlarge. Your Directors draw your attention to notes to the financial statements fordetailed related parties' transactions entered during the year. Accordingly as per thirdproviso to Section 188(1) of the Act no approval of the Board or Members / Shareholdersis required for such transactions. However as part of good corporate governance allrelated party transactions covered under Section 188 of the Act are approved by the Auditcommittee. The FORM AOC- 2 is attached as Annexure - IV with this report.

CREDIT RATING:

The company has not obtained any rating from any Credit Rating Agencyduring the year. MEETING OF INDEPENDENT DIRECTORS:

During the year under review the Independent Directors met on March26 2022 inter alia to discuss:

1. Review of the performance of the Non- Independent Directors and theBoard of Directors as a whole.

2. Review of the Chairman of the Company taking into the account ofthe views of the Executive and Non- Executive Directors.

3. Assess the quality content and timeliness of flow of informationbetween the management and the Board that is necessary for the Board to effectively andreasonably perform its duties.

All the Independent Directors were present in the meeting.

1. DECLARATION FROM INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given declarationsstating that they meet the criteria of independence as prescribed under the Section 149(6)of the Companies Act 2013 read with the rules made there under and read with Regulation16(1)(b) of the Listing Regulations and in the opinion of the Board the IndependentDirectors meet the said criteria. Further the Board is of the opinion that theIndependent Directors of the Company possess requisite qualifications experience(including the proficiency) and expertise in their respective fields and that they holdhighest standards of integrity. In terms of Regulations 25(8) of the Listing Regulationsthe Independent Directors have confirmed that they are not aware of any circumstance orsituation which exists or may be anticipated that could impair or impact their ability todischarge their duties.

2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possessappropriate balance of skills experience and knowledge in one or more fields of financelaw management sales marketing and technical operations or any other discipline relatedto the Company's business. The Company did not have any peculiar relationship ortransactions with non-executive Directors during the year ended March 31 2022.

3. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the nominationand remuneration committee has laid down the evaluation of the performance of IndividualDirectors and the Board as a whole. Based on the criteria the exercise of evaluation wascarried out through the structured process covering various aspects of the Boardfunctioning such as composition of the Board and committees experience & expertiseperformance of specific duties & obligations attendance contribution at meetingsetc. The performance evaluation of the Chairman and the Non- Independent Directors wascarried out by the Independent Director. The performance of the Independent Directors wascarried out by the entire Board (excluding the Director being evaluated). The Directorexpressed their satisfaction with the evaluation process.

POLICIES OF THE COMPANY:

• REMUNERATION AND APPOINTMENT POLICY:

The Company follows a policy on remuneration of Directors and seniormanagement employees details of the same are given in the website of the Companywww.a1acid.com.

The committee must ensure that:

a. The level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors and key managerial personnel of thequality required to run the company successfully.

b. relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and

c. remuneration to directors key managerial personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals.

• POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

Your Company has adopted the policy on Materiality of Related PartyTransaction to set out the dealing with the transaction between the Company and itsrelated parties. The Policy on Materiality of Related Party Transaction has been availableon the website of the Company www.a1acid.com.

• POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintainstandard of business conduct and ensure compliance with legal requirements. The Policy onCode of Conduct for

Director and Senior Management has been available on the website of theCompany www.a1acid.com.

• PREVENTION OF INSIDER TRADING:

Pursuant to provisions of the regulations the Board has formulated andimplemented a Code of Conduct to regulate monitor and report trading by employees andother connected persons and code of practices and procedure for fair disclosure ofunpublished price Sensitive Information. The same has been available on the website of theCompany www.a1acid.com.

• POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY:

Pursuant to provision of the regulations the board has formulated thepolicy on the Preservation of Documents & Archive policy. The same has been availableat the website of company at www.a1acid.com.

• BUSINESS RISK MANAGEMENT:

The Company has taken various steps in connection with theimplementation of Risk Management measures in terms of provisions contained in theCompanies Act 2013 after identifying the elements of risks which in the opinion of theBoard may threaten the very existence of the Company. The Company has laid down acomprehensive Risk Assessment and Minimization Procedure which is reviewed by Board fromtime to time. Key risks identified are methodically addressed through mitigating actionson a continuing basis. The policy of risk management is made available on the website ofthe company at www.a1acid.com.

• VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

Your Company has framed a Whistle Blower Policy to deal with instancesof fraud and mismanagement if any. The Vigil Mechanism has been available on the websiteof the Company at www.a1acid.com.

• POLICY ON IDENTIFICATION OF GROUP COMPANIES MATERIAL CREDITORSAND MATERIAL LITIGATIONS:

Your Company has adopted a policy on identification of group companiesmaterial creditors and material litigations. The policy on identification of groupcompanies material creditors and material litigations has been available on the websiteof the Company at www.a1acid.com.

• POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTSAND INFORMATION:

Your Company has adopted a Policy on Determination and Disclosure ofMateriality of Events and Information. The Policy on Determination and Disclosure ofMateriality of Events and Information has been available on the website of the Company atwww.a1acid.com.

• CORPORATE SOCIAL RESPONSIBILITY:

As per section 135 of the Companies act 2013 expenditure of CSR is notapplicable to the company for f. y. 2021-22 since the company is not meeting with thecriteria of net-worth turnover or net profits mentioned therein.

Company has crossed the corporate social responsibility criteria in theyear 2021-22 and therefore company will do CSR expenditure in the coming year. The Policyon Corporate Social Responsibility has been available on the website of the Company atwww.a1acid.com.

PARTICULARS REGARDING EMPLOYEES REMUNERATION:

During the year under review there are no employees drawingremuneration which is in excess of the limit as prescribed under Section 197 of theCompanies Act 2013 read with rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The information pertaining to section 197 read withrules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014is annexed herewith as Annexure-V.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1under Section 184(1) as well as information by directors in Form DIR 8 under Section164(2) and declarations as to compliance with the Companies Act 2013.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2021-22 under review the Company has receivedForm DIR-8 from all Directors as required under the provisions of Section 164(2) of theCompanies Act 2013 read with Companies (Appointment and Qualification of Directors)Rules 2014 that none of the Directors of your Company is disqualified; to hold office asdirector disqualified as per provision of Section 164(2) of the Companies Act 2013 anddebarred from holding the office of a Director pursuant to any order of the SEBI or anysuch authority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20thJune 2018 on the subject "Enforcement of SEBI orders regarding appointment ofDirectors by Listed Companies".

The Directors of the Company have made necessary disclosures asrequired under various provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

SECRETARIAL STANDARD:

Your Directors states that they have devised proper systems to ensurecompliance with the Secretarial Standards and that such system are adequate and operatingeffectively.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements ofcentral government and state government and there were no significant and material orderspassed by the Regulators or Courts or Tribunals during the year impacting the goingconcern status and the Company's operations in future.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web basedcomplaints redress system. The salient features of this system are centralized database ofall complaints online upload of Action Taken Reports (ATRs) by the concerned companiesand online viewing by investors of actions taken on the complaint and its current status.Your Company has been registered on SCORES and makes every effort to resolve all investorcomplaints received through SCORES or otherwise within the statutory time limit from thereceipt of the complaint. The Company has not received any complaint on the SCORES duringfinancial year 2021-22.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2021-22 there were no complaints or queriesreceived from the shareholders of the Company. Company Secretary acts as the ComplianceOfficer of the Company is responsible for complying with the provisions of the ListingRegulations requirements of securities laws and SEBI Insider Trading Regulations. TheInvestor can be sent their query at cs@a1acid.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013:

During the year under review there were no cases filed pursuant to theSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013 and Rules there under.

ACKNOWLEDGEMENT:

The Directors thank the Company's employees customers vendorsinvestors and academic partners for their continuous support.

The Directors also thank the Government of India Governments ofvarious states in India concerned Government departments and agencies for theirco-operation.

The Directors regret the loss of life due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic.

The Directors appreciate and value the contribution made by everymember of the A-1 Acid Limited family.

Registered Office: For and on behalf of the Board
Corporate House No. A-1 Shivalik Business Centre B/h. Rajpath Club S. G. Highway Bodakdev Ahmedabad- 380059 A-1 ACID LIMITED
Date: 11.06.2022 Sd/- Sd/-
Place: Ahmedabad Harshadbhai N. Patel Jitendra N. Patel
Chairman & Managing Director Whole-Time Director
DIN:00164229
DIN: 00302819

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