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Aadi Industries Ltd.

BSE: 530027 Sector: Industrials
NSE: N.A. ISIN Code: INE563D01013
BSE 00:00 | 03 Mar Aadi Industries Ltd
NSE 05:30 | 01 Jan Aadi Industries Ltd
OPEN 4.46
PREVIOUS CLOSE 4.45
VOLUME 557
52-Week high 4.46
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.46
CLOSE 4.45
VOLUME 557
52-Week high 4.46
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aadi Industries Ltd. (AADIINDUSTRIES) - Director Report

Company director report

Dear Shareholders

The Board of Directors of your Company take pleasure in presenting the Annual Reporttogether with Audited Financial Statements of the Company for the financial year endedMarch 31 2018.

1. Financial Performance

(Amount in Rs.)
Particulars As on 31st March 2018 As on 31st March 2017
- -
Total Income
Total Expenses 688657 1477550
(688657) (1477550)
Profit/(loss) before Tax
Provision for Income Tax - -
(including for earlier years)
(688657) (1477550)
Net Profit/(Loss) After Tax

Your Company has not earned any income during the current Financial Year. The totalexpenses decreased from Rs. 1477550 to Rs. 688657. Accordingly the net loss hasdecreased from Rs. 1477550 in the preceding financial year to Rs. 688657 in thecurrent financial year.

2. Operations:

The Company was in the business of manufacturing but due to losses the Company hasstarted trading of plastic products and plastic granules.

There was no change in nature of the business of the Company during the year underreview.

3. Dividend

With a view to loss incurred by the company the Board of Directors of your Company hasnot recommended any dividend for the year under review.

4. Revision of Financial Statement

There was no revision of the financial statements for the year under review.

5. Disclosures under section 134(3)(1) of the Companies Act 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

6. Change in nature of business if any

There we no changes in the nature of business during financial year ending 31st March2018.

7. Significant and material orders passed by the regulators or courts ortribunals:

During the year under review the trading in equity shares of the company was suspendedw.e.f. 5th September 2017 due to non compliance with Regulation 34 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 for two consecutiveyears i.e. March 2015 & March 2016.

The Company has already made application to the Stock Exchange for revocation ofsuspension.

8. Share Capital

During the year under review there was no increase in the Authorised and Paid up ShareCapital of the Company.

As on March 31 2018 the Authorised share capital stands at Rs. 250000000 dividedinto 25000000 equity shares of Rs.10/- each whereas issued subscribed & paid-upshare capital of your Company stand at Rs.100000000 divided into 10000000 EquityShares of Rs.10 each.

a) Disclosure under Section 43(a)(ii) of the Companies Act 2013

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

b) Disclosure under Section 54(1)(d) of the Companies Act 2013

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1) (d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

c) Disclosure under Section 62(1)(b) of the Companies Act 2013

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1) (b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

d) Disclosure under Section 67(3) of the Companies Act 2013

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

e) Information about Subsidiary/ JV/ Associate Company

Company does not have any Subsidiary Joint venture or Associate Company.

9. Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Auditors of the Company for inefficiency orinadequacy of such controls.

10. Board of Directors

a) Composition & Constitution of Board of Directors:

During the year under review there was no change in the Directorship of the Company.Your Board comprises of three Directors Mr. Rushabh Shah Mr. Sadanand Purushottam Kotnisand Ms. Kavita Suresh Jamsutkar.

As per the provisions of Section 152 of the Companies Act 2013 Mr. Rushabh Shahretires by rotation at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment.

The Company has also received declarations from Mr. Sadanand Purushottam Kotnis and Ms.Kavita Suresh Jamsutkar Independent Directors of the Company confirming that they meetthe criteria of independence as prescribed under section 149(6) of the Companies Act2013.

b) Board Meeting & Attendance:

During the year under review the Board of your company met five (5) times. The detailsof Board Meeting held and participation of Directors thereat is enumerated as below:

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 29.05.2017 3 3 100.00
2 14.08.2017 3 3 100.00
3 14.11.2017 3 3 100.00
4 14.12.2017 3 3 100.00
5 24.03.2018 3 3 100.00

c) Nomination and remuneration committee:

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of theCompanies Act 2013.

The composition of the committee is as under:

1. Mr. Sadanand Purushottam Kotnis Chairman

2. Ms. Kavita Suresh Jamsutkar Independent Director and

3. Mr. Rushabh Shah Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company are as under

The details of Meeting held and participation of Members of the Committee there at isas below

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 12.12.2017 3 3 100%

I Selection of Directors And Key Managerial Personnel

In case of Executive Directors and Key Managerial Personnel the selection can be madein either of the ways given below:

a) by way of recruitment from outside; b)from within the Company hierarchy; or c)Uponrecommendation by the Chairman or other Directors.

The appointment may be made either to fill up a vacancy caused by retirementresignation death or removal of an existing Executive Director or it may be a freshappointment.

In case of Non-Executive Directors the selection can be made in either of the waysgiven below:

a) By way of selection from the data bank of Independent Directors maintained by theGovernment.

b) Upon recommendation by Chairman or other Directors

II Qualifications Experience And Positive Attributes Of Directors

While appointing a Director it shall always be ensured that the candidate possessesappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the Company's business.

a) In case of appointment as an Executive Director the candidate must have therelevant technical or professional qualifications and experience as are considerednecessary based on the job description of the position. In case no specific qualificationor experience is prescribed or thought necessary for the position then while recommendingthe appointment the job description to the Committee shall be provided and along withjustifications that the qualifications experience and expertise of the recommendedcandidate are satisfactory for the relevant appointment.

b) The Board while making the appointment of a Director shall also try to assess fromthe information available and from the interaction with the candidate that he is a fairachiever in his chosen field and that he is a person with integrity diligence and openmind.

III Board Diversity and Independence of Directors

While making appointment of directors following principles shall be observed by theBoard as far as practicable:

• There shall be a proper mix of Executive and Non-Executive Directors andIndependent and non-independent directors on the Board. The Company shall always be incompliance of the provisions of Section 149 of the Companies Act 2013 in this regard.

• There shall be a workable mix of directors drawn from various disciplines liketechnical finance commercial legal etc.

• While appointing a director to fill in a casual vacancy caused by deathresignation etc. of a director an effort shall be made as far as possible to appointsuch a person in his place who has the relevant experience in the fields or disciplines inwhich the outgoing director had with relevant expertise as requisite to Business of theCompany.

• No preference on the basis of gender religion or cast shall be given whileconsidering the appointment of directors.

• While appointing independent directors the criteria for the independentdirectors as laid down in Section 149 (6) of the Companies Act 2013 shall be followed.

d) Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. The Audit Committee comprises of:

1. Mr. Rushabh Shah Chairman

2. Mr. Sadanand Purushottam Kotnis Independent Director and

3. Ms. Kavita Suresh Jamsutkar Independent Director.

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges. During theyear under review the Board of Directors of the Company had accepted all therecommendations of the Committee.

The details of Meeting held and participation of Members of the Committee there at isas below

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 29.05.2017 3 3 100%
2 14.08.2017 3 3 100%
3 14.11.2017 3 3 100%
4 14.12.2017 3 3 100%

e) Stakeholders Relationship Committee:

During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company has constituted the Stakeholder's

Relationship Committee comprising of Mr. Sadanand Purushottam Kotnis as its Chairmanand Mr. Rushabh Shah and Ms. Kavita Suresh Jamsutkar as the Committee MembersRespectively.

The details of Meeting held and participation of Members of the Committee there at isas below

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 15.01.2018 3 3 100%

f) Vigil Mechanism Policy For The Directors And Employees:

The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of

Board and its Powers) Rules 2014 framed "Vigil Mechanism Policy" forDirectors and employees of the Company to provide a mechanism which ensures adequatesafeguards to employees and Directors from any victimization on raising of concerns of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc.

The employees of the Company have the right / option to report their concern /grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. The Whistle Blower Policy is hosted on the Company'swebsite at: www.aadiindustries.co.

g) Annual evaluation of Directors Committee and Board:

Nomination and Remuneration Committee of the Board had prepared and sent through itsChairman feedback forms for evaluation of the Board Independent Directors and theChairman. The Independent Directors at their meeting considered and evaluated the Board'sperformance performance of the Chairman. The Board subsequently evaluated performance ofthe Board the Committees and Independent Directors; without participation of theconcerned Director.

As stipulated by the Code of Independent Directors under the Companies Act 2013 andthe Listing Agreement a separate meeting of the Independent Directors of the Company washeld on 24th March 2018 to review the performance of Non- independent Directors(including the Chairman) and the Board as whole.

Performance evaluation of Independent Directors was conducted by the Board ofDirectors excluding the Director being evaluated. The criteria for performance evaluationof Independent Directors laid down by the Nomination Remuneration and CompensationCommittee is as below:

Ethics and values knowledge and proficiency diligence Behavioral traits and Effortsfor personal development Similarly performance evaluation of the Chairman was carried outby the Independent Directors.

11. Internal Control System & Risk Management

Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the company to control risk through a properlydefined plan. The risks are classified as financial risks operational risks and marketrisks. The risks are taken into account while preparing the annual business plan for theyear. The Board is also periodically informed of the business risks and the actions takento manage them.

12. Auditors

a) Statutory Auditors

The Members of the Company at their Annual General Meeting held on September 30 2014had appointed M/s. K.S. Subramanyam & Co. Chartered Accountants having MembershipNo: 018630 as Statutory Auditors of the Company for a period of five years Members arerequested to ratify their appointment from the conclusion of this Annual General Meetingto conclusion of Annual General Meeting to be held in 2018-2019.

b) Comment on Auditors' Report

The report of the Auditors along with notes to Schedules forms part of this AnnualReport. The observations made by the Auditors in the Auditors' Report are self-explanatoryand therefore do not call for any further comments.

Comments:

1. The Company is in process of repayment of unpaid dues with bank.

c) Secretarial Audit Report for the year ended 31st March 2018:

The Board appointed M/s. Krupa Joisar & Associates Practising Company Secretaryto conduct Secretarial Audit for the FY 17-18. The Secretarial Audit report for thefinancial year ended March 31 2018 is annexed herewith marked as Annexure 3 tothis report.

Comments:

1. The Company is in process of constituting proper Board structure and propercomposition of Nomination and remuneration committee.

2. The Company has appointed Mr. Akash Bhandari as Company Secretary on 21stJune 2018. For FY 17-18 Mr. Rushabh Shah was acting as compliance officer of the Company.

3. The Company is in process of appointing Chief Financial Officer (CFO).

4. The Company is in process of updating its website as required under regulation 46 ofLODR regulations.

5. The Company inadvertently missed out to carry on the Secretarial audit for thefinancial year 16-17.

d) Cost Audit:

The provisions of Section 148 under Companies Act 2013 are not applicable to theCompany.

13. Related party transactions

There are no related party transactions falling under Section 188 of Companies Act2013. However the notes to accounts disclose the transactions falling under AS 18.

14. Particulars of loans guarantees or investments under section 186:

The particulars of Loans guarantees or investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the financial statements provided in thisAnnual Report.

15. Extract of Annual Return

Pursuant to provisions of Section 92(3) of the Companies Act 2013 (‘the Act') andrule 12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn is Annexed as Annexure 1.

16. Fixed Deposits

Your Company has not accepted any deposits from public in terms of Section 73 74 7576 of the Companies Act 2013.

17. Corporate Social Responsibility

The provisions of Section 135 under Companies Act 2013 are not applicable.

18. Particulars of Employees

The Company does not have any employee whose particulars are required to be given interms of the provisions of Section 197(12) of the Companies Act 2013 read along with Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Your Directors stated that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 related to the Company.

19. Conservation of energy technology absorption and Foreign exchange earnings andOutgo

The particulars relating to conservation of energy and technology absorption stipulatedin the Companies (Accounts) Rules is attached as Annexure 2. There are no foreignexchange earnings or outgo during the year under review.

20. Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;

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; and

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

21. Appreciation

Your Directors would like to express their appreciation for co-operation and assistancereceived from Government authorities financial institutions banks vendors customersshareholders and other business associates during the year under review. The Directorsalso wish to place on record their deep sense of appreciation for the committed servicesby all the employees of the Company

For and on behalf of the Board of Directors of

Aadi Industries Limited

Mr. Rushabh Shah

The Chairman

(DIN: 01944390)

Place: Mumbai

Date: 29th August 2018