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AAA Technologies Ltd.

BSE: 535363 Sector: IT
NSE: AAATECH ISIN Code: INE0D0U01013
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AAA Technologies Ltd. (AAATECH) - Director Report

Company director report

To

The Members

AAA Technologies Limited

The Directors are pleased to present the Twenty-first Annual Report and the AuditedFinancial Statements for the year ended 31st March 2021: -

1. FINANCIAL RESULTS

The financial statements of the Company are in accordance with the Section 133 of the

Companies Act 2013 (the ‘Act') read with Companies (Accounts) Rules 2014 andamendments thereof. The financial highlights of the Company for the financial year endedMarch 31 2021 as compared to financial year ended March 31 2020 are summarised asfollows:

Particulars Current Year Ended 31/03/2021 Previous Year Ended 31/03/2020
(Amount in Rupees) (Amount in Rupees)
Revenue from business operations 110198212 141552511.80
Other Income 1129326 905036
Total Income 111327538 142457547.80
Less: - Total Expenses 95910209.13 93100821.44
Profit before exceptional and extraordinary items and tax 15417328.87 49356726.36
Less: - Exceptional items - -
Profit before Tax 15417328.87 49356726.36
Less: - Tax Expenses (Current & Deferred) 4055881 12426301.20
Profit (Loss) for the period 11361447.87 36930425.16

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the year under review Company's performance is as follows:

Income from Operations is Rs. 110198212 as compared to the previous F.Y of Rs.141552511.80. The Net Profit of the Company recorded a decrease of 69.23% at Rs. 11361447.87as compared to the previous F.Y of Rs. 36930425.16. The Earnings per Share isRs. 1.58 as compared to the previous EPS of Rs. 6.28. Your directors expect betterperformance in future years.

3. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of Annual Return isappended to this report as Annexure I and has also been uploaded on the company'swebsite under the web link of www.aaatechnologies.co.in.

4. TRANSFER TO RESERVE

For the financial year ended 31st March 2021 your Company has not proposedto carry or transfer any amount to any other specific reserve account.

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the year under review.

6. DIVIDEND

The Board of Directors of your company in its meeting held on 25th June2021 has recommended the payment of dividend of Rs. 0.50 per equity share for thefinancial year ended March 31 2021. The proposal is subject to the approval ofshareholders at the ensuing Annual General Meeting (AGM) to be held on 20thSeptember 2021.

The final dividend on equity shares if approved by the members would involve a cashoutflow (including Tax Deducted at source) of Rs. 4275600.

The dividend would be payable whose names appear in the Register of Members as on theBook Closure Date. The Register of Members and Share Transfer Books shall remain closedfrom 14th September 2021 to 20th September 2021 both daysinclusive.

7. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Holding Subsidiary Joint Venture or Associate duringthe year under review.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend on the books or any Unpaid Dividenddeclared and paid last year the provisions of Section 125 of the Companies Act 2013 donot apply to your company.

9. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENT RELATES AND THE DATE OF THE REPORT

Except Coronavirus (COVID-19) Pandemic no material changes and commitments affectingthe financial position of the Company occurred between the end of the financial year2020-21 to which these financial statements relate and the date of this report.

COVID-19 has set foot in India and across the globe and has led the country towards amajor slowdown.

This major health crisis has forced governments across the globe to take unprecedentedmeasures to protect people's lives. In a bid to combat the COVID-19 threat the nationwidelockdown in India was first announced by the Government of India on March 24 2020 whichwas further extended in a phased manner. The lockdown and restrictions imposed on variousactivities due to COVID-19 pandemic while being a necessary measure to contain itsspread have also posed unprecedented challenges to all businesses and the businessoperations of the Company have been no exception to this.

The impact of COVID-19 has been disruptive on the operations of the Company. OurCompany operates in service industry and has been successful in implementing work fromhome which has reduced the impact of pandemic on our operations. However our businessgrowth is dependent on tenders floated by Government PSUs and other StatutoryOrganizations. Due to pandemic there has been delay by these entities in floating tendersdue to which growth financials and cash flows of our Company has been impacted. Howeverthe management of the Company is confident that the business operations will pick upprogressively.

10. PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

11. CHANGES IN SHARE CAPITAL

As at 31st March 2021
Particulars Number of Shares Rupees
Shares outstanding at the beginning of the year 560000 5600000
Changes during the year * 7991200 79912000
Shares outstanding at the end of the year 8551200 85512000

*During the year under review:

1. The Company issued bonus shares of 5320000 Equity shares of Rs. 10 each in theratio of 19:2 .

2. The Company issued Right Shares of 235200 Equity Shares of Rs. 10 each in theratio of 1:25 at an issue price of Rs. 42 per share 3. The Company completed the InitialPublic offering (IPO) of fresh issue of 2436000 equity shares of Rs. 10 each at an issueprice of Rs. 42 per share. The equity shares of the Company were listed on NSE EmergePlatform w.e.f. 13th October 2020.

Consequent to the above the issued subscribed and paid-up share capital of yourCompany as on March 31 2021 stood at Rs. 85512000 comprising of 8551200 EquityShares of Rs. 10 each.

12. LISTING ON STOCK EXCHANGE

The Equity Shares of the company has been listed on National Stock Exchange Limited -Emerge Platform (NSE Emerge Platform) on 13th October 2020.

The Company came up with the public issue through Initial Public Offer of 2436000Equity Shares of Face Value of Rs. 10/- Each ("Equity Shares") of AAATechnologies Limited ("The Company" or the "Issuer") For Cash at aPrice of Rs. 42 Per Equity Share (The "Issue Price") (Including a Premium of Rs32 Per Equity Share) Aggregating Rs. 1023.12 Lakhs ("The Issue") of Which123000 Equity Shares of Face Value of Rs. 10/- Each for Cash at a Price of Rs. 42 EachAggregating Rs. 51.66 Lakhs Reserved for Subscription by Market

Maker to the Issue (the "Market Maker Reservation Portion")

The issue less market maker reservation portion i.e. issue of 2313000 Equity sharesof face value of Rs. 10/- Each for cash at a price of Rs. 42 per equity share aggregatingto Rs.

971.46 lakhs is hereinafter referred to as the "net issue". The issue and thenet issue constituting 28.49% and 27.05% respectively of the post issue paid up equityshare capital of the Company.

13. DEPOSITORY SERVICES

The Company's Equity Shares have been admitted to the depository mechanism of the

National Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE0D0U01013.

Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

APPOINTMENT/CHANGE IN DESIGNATION OF DIRECTORS:

During the year under review following changes took place in the management of Boardof Directors: -

Sr. DIN / PAN No. Name of Director Designation Date of Appointment
1. 02147946 / AABPD2682A Venugopal Madanlal Dhoot Whole Time Director and CFO 07/08/2020
2. 00415485 Ruchi Anjay Agarwal Executive Director (HR & Admin) 07/08/2020
3. 08813054 Rajesh Chandra Verma Independent Director 07/08/2020
4. 08813063 Naveen G Srivastava Independent Director 07/08/2020
5. 08813293 Nabankur Sen Independent Director 07/08/2020

DIRECTOR RETIRE BY ROTATION:

Mrs. Ruchi Agarwal (DIN: 00415485) Executive Director retires by rotation at theensuing Annual General Meeting (AGM) and being eligible offers herself for reappointment.The Board recommends the re-appointment of Mrs. Ruchi Agarwal (DIN: 00415485).

CURRENT STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. DIN/PAN No. Name of Director/Key Managerial Personnel Designation
1. 00415477 Anjay Ratanlal Agarwal Chairman and Managing Director
2. 02147946 Venugopal Madanlal Dhoot Whole-Time Director and CFO
3. 00415485 Ruchi Anjay Agarwal Women Executive Director
4. 08813054 Rajesh Chandra Verma Non-Executive Independent Director
5. 08813063 Naveen G Srivastava Non-Executive Independent Director
6. 08813293 Nabankur Sen Non-Executive Independent Director
7. EDHPS8548R Sagar Manoj Shah Company Secretary and Compliance Officer

15. MEETINGS OF THE BOARD OF DIRECTORS

As required by clause (b) of sub-section (3) of Section 134 of the Companies Act 2013your directors report that during the Financial Year 2020-21 the Board meets at regularintervals to discuss and review the business operations. The intervening gap between thetwo consecutive meetings was within the period prescribed under the Companies Act 2013.The notice of Board meeting including detailed agenda is given well in advance to all theDirectors prescribed under the Companies Act 2013.

During the year under the review the Company met 11 times on following dates 08thJune 2020 15th July 2020 03rd August 2020 06thAugust 2020 07th August 2020 10th August 2020 21stAugust 2020 24th September 2020 09th October 2020 11thNovember 2020 and 02nd March 2021.

The details of attendance of the Director at the meetings held during the year underreview is stated herewith:

Sr No. Name of Directors Designation No. of Meeting attended
1. Anjay Ratanlal Agarwal Chairman cum Managing Director 11
2. Venugopal Madanlal Dhoot Whole Time Director and Chief Financial Officer 11
3. Ruchi Anjay Agarwal Women Executive Director 11
4. Rajesh Chandra Verma Independent Director 7
5. Naveen G Srivastava Independent Director 7
6. Nabankur Sen Independent Director 7

16. DECLARATION OF INDEPENDENT DIRECTOR

The Company has received declaration from all Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act.

17. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its Committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the Nomination and Remuneration Committeeto lay down the evaluation criteria. The Board has carried out an evaluation of its ownperformance the directors individually as well as (including chairman) the evaluation ofthe working of its Audit Committee Nomination and Remuneration Committee Stakeholders'Relationship Committee and Corporate Social Responsibility

Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of ExecutiveNon-Executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:

1. Attendance at the Board Meetings and Committee Meetings;

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

4. Providing perspectives and feedback going beyond information provided by themanagement.

18. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 a separate meeting of the Independent Directors of the Company was held toreview the performance of Non- Independent Directors the Board as whole including theChairman of the Company and to discuss the matters related to the quality quantity andtimeliness of flow of information between the Company management and the Board.

19. BOARD COMMIITTEES

Your Company has in place all the Committee(s) as mandated under the provisions of theAct and Listing Regulations. Currently there are four Committees of the Board namely: ?Audit Committee ? Nomination and Remuneration Committee ? Stakeholder RelationshipCommittee ? Corporate Social Responsibility Committee

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Rajesh Verma Mr. Naveen Srivastava and Mr. AnjayAgarwal. The composition of the Committee is in compliance with the requirements ofSection 177 of the Act and Regulation 18 of the Listing Regulations.

The charter of the Committee is in conformity with the Act and the Listing Regulations.

During the financial year 2020-21 the Committee met 2 (Two) times on 11thNovember 2020 and 02nd March 2021.

The composition and attendance of the members of the Audit Committees:

Name of the Director Position in Committee No. of Meeting attended
Mr. Rajesh Verma Chairman 2
Mr. Naveen Srivastava Member 2
Mr. Anjay Agarwal Member 2

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. Naveen Srivastava Mr.Nabankur Sen and Mr. Rajesh Verma. The Committee is constituted in line with therequirements mandated by the Act and of the Listing Regulations.

The terms of reference of the Committee are in conformity with the said requirements.

During the financial year 2020-21 the Committee met once on 02nd March2021.

The composition and Attendance of the members of the Nomination and RemunerationCommittee for the financial year 2020-2021 is as follows:

Name of the Director Position in Committee No. of Meeting attended
Mr. Naveen Srivastava Chairman 1
Mr. Nabankur Sen Member 1
Mr. Rajesh Verma Member 1

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee comprises of Mr. Rajesh Verma Mr. NaveenSrivastava and Mr. Nabankur Sen. The Committee is constituted in line with therequirements mandated by the Act and of the Listing Regulations.

During the financial year 2020-21 the Committee met once on 02nd March2021.

The composition and attendance of the members of the Stakeholders' Relationship

Committee for the financial year 2020-21 is as follows:

Name of the Director Position in Committee No. of Meeting attended
Mr. Rajesh Verma Chairman 1
Mr. Naveen Srivastava Member 1
Mr. Nabankur Sen Member 1

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee comprises of Mr. Anjay Agarwal Mr.Venugopal Dhoot and Mr. Naveen Srivastava . The Committee is constituted in line with therequirements mandated by the Act and of the Listing Regulations.

During the financial year 2020-21 the Committee met once on 02nd March2021.

The composition and attendance of the members of the Corporate Social ResponsibilityCommittee for the financial year 2020-21 is as follows:

Name of the Director Position in Committee No. of Meeting attended
Mr. Anjay Agarwal Chairman 1
Mr. Venugopal M. Dhoot Member 1
Mr. Naveen Srivastava Member 1

20. CORPORATE SOCIAL RESPONSIBILITY

The members of Corporate Social Responsibility Committee held internal discussion andit came to the conclusion that during the year under Review Company has not exceeded anyof the limit prescribed in section 135. Hence the company does not require to comply withprovisions of Corporate Social Responsibility nor required to make any provision ofexpenses for CSR activities given in Schedule VII of the Companies Act 2013.

21. DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms 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 had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

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

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

22. CODE OF CONDUCT

The Board has adopted the Code of Conduct for members of the Board and SeniorManagement personnel of the Company. The Code lays down in details the standards ofbusiness conduct ethics and governance. Code of Conduct has also been posted on theCompany's Website www.aaatechnologies.co.in

23. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and Independence of Directors.

The said policy is available on the Company's Website. Website Link:www.aaatechnologies.co.in

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with Section 177 of the Companies Act 2013 the Company has adopted aVigil mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagementif any.

The Company had established a mechanism for directors and employees to report concernsabout unethical behaviour actual or suspected fraud or violation of our Code of Conductand Ethics. The mechanism also provides for adequate safeguards against victimization ofdirectors and employees who avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in the exceptional cases.

We affirm that during the financial year 2020-21 no employee or director was deniedaccess to the Audit Committee.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Companyat www.aaatechnologies.co.in

25. RISK MANAGEMENT POLICY

The Company has laid down a well-defined Risk Management Policy to identify the riskanalyze and to undertake risk mitigation actions. The Board of Directors regularlyundertakes the detailed exercise for identification and steps to control them through awell-defined procedure. The Board periodically reviews the risks and suggests steps to betaken to control and mitigate the same through properly defined framework. The RiskManagement Policy is available on the website of the Company at www.aaatechnologies.co.in

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S

OPERATIONS IN FUTURE

There are no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

27. STATUTORY AUDITOR

The Statutory Auditors of the Company M/s. Vandana V. Dodhia & Co. CharteredAccountant [ICAI Registration No. 117812W] are to be re-appointed as Auditors of theCompany to hold office from the conclusion of this Annual General Meeting (AGM) till theconclusion of the next AGM of the Company. The statutory auditor confirmed that theysatisfy the eligibility criteria to be appointed as Statutory Auditor in the Company.

28. AUDITOR'S REPORT

There is no qualification reservation adverse remark or disclaimer given by theAuditor in their Report.

29. REPORTING OF FRAUD BY AUDITORS

During the year under review statutory auditor has not reported any instances of Fraudcommitted against the Company by its officers or employee the details of which needs tobe reported to the Board under Section 143(12) of the Companies Act 2013.

30. INTERNAL AUDITOR

For the financial year 2020-21 the Company in the Board Meeting held on 02ndMarch 2021 appointed M/s. P D Pandya & Associates (Practising Company Secretaries)as Internal Auditors of the Company for the financial year 2020-2021 and the report ofInternal Auditor was issued and the same has been reviewed by audit committee.

31. SECRETARIAL AUDITOR

The Board appointed M/s. VKM & Associates Practicing Company Secretaries(COP No. 4279) as Secretarial Auditor to conduct the Secretarial Audit of the Company forthe financial year ended March 31 2021. As per the provisions of Section 204 of the Actread with Rules framed thereunder. The Secretarial Audit Report in Form MR-3 is givenas Annexure II and forms part of this Report. The Secretarial Audit Report does notcontain any qualification reservation adverse remark or disclaimer.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read withSEBI Circulars issued in this regard the Company has undertaken an audit for thefinancial year 2020-21 for all applicable compliances as per SEBI Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report dulysigned by CS Vijay Kumar Mishra Practicing Company Secretaries (COP No. 4279) has beensubmitted to the Stock Exchanges within 60 days of the end of the Financial Year.

32. COST AUDITOR

For the financial year 2020-21 the Company is not required to appoint any CostAuditor.

33. DISCLOSURE ON MAINTENANCE OF COST RECORDS

The Company is not required to Maintain cost records as specified under section 148(1)of the Act.

34. LOANS GUARANTEES AND INVESTMENTS

There are no loans granted guarantees given and investments made by the Company underSection 186 of the Companies Act 2013 read with rules framed thereunder.

35. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations the Company hasformulated a Policy on Materiality of Related Party Transactions which is also availableon the Company's website at www.aaatechnologies.co.in. The Policy intends to ensure thatproper reporting; approval and disclosure processes are in place for all transactionsbetween the Company and its Related Parties. All related party transactions are placedbefore the Audit Committee for review and approval.

Pursuant to the provisions of the Act and SEBI Listing Regulations with respect toomnibus approval prior omnibus approval is obtained for related party transactions on ayearly basis for transactions which are of repetitive nature and entered in the ordinarycourse of business and are at arm's length. Transactions entered into pursuant to omnibusapproval are verified by the Finance Department and a statement giving details of allrelated party transactions are placed before the Audit Committee and the Board for reviewand approval on a quarterly basis.

Further there are no material related party transactions during the year under reviewwith the Promoters Directors or Key Managerial Personnel which may have a potentialconflict with the interest of the Company at large. Therefore Form AOC-2 is notrequired to be annexed.

36. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

OUTGO:

A. Considering the nature of activities of the company the provisions of Section134(3)(m) of the Companies Act 2013 relating to conservation of energy and technologyabsorption do not apply to the company.

B. Foreign exchange earnings and Outgo (Amount in Rupees)

Particulars Current year Previous Year
Foreign Exchange Earnings - -
Foreign Exchange Outgo 550847 517351

37. PARTICULARS OF THE EMPLOYEES AND REMUNERATION.

Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 details of ratio ofremuneration of each director to the median employee's remuneration are appended to thisreport as "Annexure III".

38. MANAGEMENT DISCUSSION ANALYSIS

Management Discussion and Analysis Report for the year under review is presented in aseparate section forming part of the Annual Report and is annexed herewith as "AnnexureIV".

39. BUSINESS RESPONSIBILITY REPORT

As per the provisions of Regulation 34(2) of the SEBI Listing Regulations as amendedthe Annual Report of the top 1000 listed entities based on market capitalisation shallinclude a Business Responsibility Report ("BRR"). But the Company not beingone of such top 1000 listed entities is not required to annex any Business ResponsibilityReport.

40. CORPORATE GOVERNANCE

AAA Technologies Limited strives to incorporate the appropriate standards for CorporateGovernance. However pursuant to Regulation 15(2) of SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 the company is not required to mandatorilycomply with the provisions of corporate governance report to be annexed with the boardreport therefore company has not provided a separate report on Corporate Governance.

41. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS

The Company has clearly defined organization structure and lines of authority andsufficient Control is exercised through business review by the Management. The Company hasadopted a well-defined system to ensure adequacy and efficiency of the Internal FinancialControl Function.

42. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and theCompany complies with all the applicable provisions of the same during the year underreview.

43. INSIDER TRADING

The Company has adopted an ‘Internal Code of Conduct for Regulating Monitoringand Reporting of Trades by Designated Persons' ("the Code") in accordance withthe SEBI (Prohibition of Insider Trading) Regulations 2015 ("PIT Regulations").The Code is applicable to promoters member of promoter group all Directors and suchdesignated employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the said PIT Regulations. The Company has also formulated‘The Code of

Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

(UPSI)' in compliance with the PIT Regulations. This Code is displayed on the Company'swebsite www.aaatechnologies.co.in

44. AFFIRMATIONS AND DISCLOSURES

a. Details of non-compliance by the Company penalties and strictures imposed on the

Company by Stock Exchanges or SEBI or any statutory authority on any matter related tocapital markets during last three financial years: There are no instances ofnon-compliances by the Company necessitating imposition of penalties strictures on theCompany by Stock Exchanges or SEBI or any statutory authority on any matter related tocapital markets.

b. Where the Board had not accepted any recommendation of any committee of the

Board which is mandatorily required in the relevant financial year: NA

45. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy and no such action isreported.

46. POLICY ON BOARD DIVERSITY:

The Board has framed a policy for Board Diversity which lays down the criteria forappointment of Directors on the Board of your Company and guides organization's approachto Board Diversity.

Your Company believes that Board diversity on the basis of the gender race and agewill help build diversity of thought and will set the tone at the top. A mix ofindividuals representing different geographies culture industry experiencequalification and skill set will bring in different perspectives and help the organizationgrow. The Board of Directors is responsible for review of the policy from time to time.Policy on Board Diversity has been placed on the Company's website atwww.aaatechnologies.co.in

47. ACKNOWLEDGEMENT

The Directors take this opportunity to thank all Shareholders Clients Vendors BanksGovernment and Regulatory Authorities Stock Exchanges Depository Services and RTA fortheir continued support.

The Directors regret the loss of life due to COVID-19 pandemic globally and are deeplygrateful and have immense respect for every person who risked their life and safety tofight this pandemic.

For and on behalf of the Board of Directors AAA TECHNOLOGIES LIMITED

sd/- sd/-
Anjay Agarwal Venugopal M. Dhoot
Chairman and Managing Director Whole Time Director & Chief Financial Officer
DIN: 00415477 DIN: 02147946
Place: Mumbai
Dated: 27th August 2021

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