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Aadi Industries Ltd.

BSE: 530027 Sector: Industrials
NSE: N.A. ISIN Code: INE563D01013
BSE 00:00 | 01 Jul 4.83 -0.22
(-4.36%)
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5.05

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5.15

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NSE 05:30 | 01 Jan Aadi Industries Ltd
OPEN 5.05
PREVIOUS CLOSE 5.05
VOLUME 11560
52-Week high 16.64
52-Week low 1.28
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.05
CLOSE 5.05
VOLUME 11560
52-Week high 16.64
52-Week low 1.28
P/E
Mkt Cap.(Rs cr) 5
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 Twenty-EighthAnnual Report together with Audited Financial Statements of the Company for the financialyear ended March 31 2022.

1. Financial Performance:

(Amount in Rs.)
Particulars As on 31st March 2022 As on 31st March 2021
Total Income 266750 0
Total Expenses 3789487 1068597
Profit/(loss) before Tax (3522737) (1068597)
Provision for Income Tax (including for earlier years) 16545 0
Net Profit/(Loss) After Tax (3539282) (1068597)

Your Company has earned an Income of Rs. 266750 during the current financial year Thetotal expenses increased from Rs. 1068597 to Rs. 3789487. Accordingly the Company hasincurred a net loss of Rs. 3539282in the current financial year as compared to a netloss of Rs. 1068597in the preceding 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:

The Board of Directors of your Company has not recommended any dividend for the yearunder review.

4. Transfer to Reserve:

The Company has not transferred any amount to the General Reserves during the year.

5. Revision of Financial Statement:

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

6. 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.

7. Change in nature of business if any:

There were no changes in the nature of business during financial year ending 31stMarch 2022.

8. Significant and material orders passed by the regulators or courts or tribunals:

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

9. Share Capital:

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

As on March 31 2022 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.

10. Means of Communication:

The quarterly and annual results are generally published in English and MarathiNewspaper named Financial Express and Mumbai Lakshadweep/ Pratahkal respectively andsimultaneously posted on the Company's website (www.aadiindustries.com) and are also sentto the BSE Limited.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8 2018 and furtheramendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30 2018 transferand transmission of securities held in physical mode has been discontinued with effectfrom April 1 2019 and hence members were requested to convert their physical holdingsinto dematerialized form.

11. 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.

12. Board of Directors:

a) Composition & Constitution of Board of Directors & KMP:

As on date your Board comprises of four directors Mr. Rushabh Shah (Executive) Ms.Gayathri Nagaraj (Non-Executive Independent Director) *Mr. Sharanabasaweshwar Hiremath(Non-Executive Independent Director) and **Ms. Sonam Kinjal Gandhi (Non-ExecutiveIndependent Director) and 2 Key Managerial Personnels Ms. Rughveda Wagh as a CompanySecretary and Compliance Officer and Mr. Sushil Surve as the Chief Financial OfficerDuring the year under review the following changes were made in the composition ofdirectors.

* Mr. Sharanabasaweshwar Hiremath was appointed as an Additional Non-ExecutiveIndependent Director on March 31 2022.

** Ms. Sonam Kinjal Gandhi was appointed as an Additional Non-Executive IndependentDirector on May 23 2022.

***Ms. Kavita Jamsutkar gave her resignation from the post of Independent Director onJune 29 2021 due to personal and unavoidable circumstances.

***Ms. Trusha Shah gave her resignation from the post of Independent Director on

January 5 2022 due to personal and unavoidable circumstances.

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 received declarations of Independence as stipulated under Section149(7) of the Companies Act 2013 from Independent Directors i.e Ms. Gayathri MutturNagaraj Mr. Sharanabasaweshwar Hiremath and Ms. Sonam Kinjal Gandhi confirming thathe/she is not disqualified from appointing/continuing as Independent Director as laid downin section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI LODRRegulations. The same are also displayed on the website of the Company i.ehttps://www.aadiindustries.co/. The Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV to the Companies Act 2013. TheIndependent Directors of the Company have registered / in the process of registeringthemselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA).In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency self-assessment test conducted by the IICA within a period oftwo (2) years from the date of inclusion of their names in the data bank. The said onlineproficiency self-assessment test will be undertaken by the Independent Directors of theCompany as applicable within the prescribed timelines.

b) Board Meeting & Attendance:

During the year under review the Board of your company met eight (8) times. Thedetails of Board Meeting held and participation of Directors thereat is enumerated asbelow:

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. Directors attended of % of Attendance
1 10-05-2021 4 4 100.00
2 29-06-2021 4 4 100.00
3 13-08-2021 3 3 100.00
4 24-08-2021 3 3 100.00
5 12-11-2021 3 3 100.00
6 29-11-2021 3 3 100.00
7 14-02-2022 2 2 100.00
8 31-03-2022 3 3 100.00

The details of Board Meetings held from April 01 2021 to March 31 2022 and attendanceof each Director thereat is as follows:

Sr. Name of the Board No. Member No. of Meetings entitled to attend No. of Meetings attended % of Attendance
1. Mr. Rushabh Shah 8 8 100
2. Ms. Kavita Jamsutkar* 2 2 100
3. Ms. Gayathri Nagaraj 8 8 100
4. Ms. Trusha Shah** 6 6 100
5. Mr. Sharanabasaweshwar Hiremath*** 1 1 100

*Ms. Kavita Suresh Jamsutkar gave her resignation from the post of Independent Directoron June 29 2021 due to personal and unavoidable circumstances. **Ms. Trusha Shah gave herresignation from the post of Independent Director on January 5 2022 due to personal andunavoidable circumstances.

***Mr. Sharanabasaweshwar has been appointed as a Non-Executive Independent Directorwith effect from March 31 2022.

a) Board-skills/expertise/competencies:

The Board of directors based on the recommendations of the Nomination and RemunerationCommittee identified the following core skills/expertise/competencies of Directors asrequired in the context of business of the Company for its effective functioning:

Sr. No Skills/Expertise/Competencies
1 Leadership qualities
2 Industry knowledge and experience
3 Understanding of relevant laws rules and regulations
4 Financial Expertise
5 Risk Management

Following are the details of the skills and competence possessed by the Board ofDirectors:

S. Name of N Directors Leadership qualities Industry knowledge and experience Understanding of relevant laws rules and regulations Financial Expertise Risk Managemen t
1 Mr. Rushabh Shah Expert Expert Expert Expert Expert
2 Ms. Trusha Shah Expert Proficient Expert Proficient Expert
3 Ms. Gayathri Nagaraj Expert Expert Expert Expert Expert
4 Ms. Kavita Suresh Jamsutkar Proficient Proficient Proficient Expert Proficient
5 Mr. Sharanabas Hiremath Expert Proficient Expert Expert Expert
6 Ms. Sonam Kinjal Gandhi Proficient Expert Expert Proficient Proficient

The identified skills / competences are broad-based and marking of ‘Proficient'against a particular member does not necessarily mean the member does not possess thecorresponding skills / competences.

c) Nomination and Remuneration Committee:

There was change in constitution of Nomination and Remuneration Committee.

During the year under review Ms. Trusha Shah stepped down from the Nomination andRemuneration Committee with effect from January 5 2022 and Mr. Sharanabasaweshwar Hirematjoined the Committee with effect from March 31 2022.

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 as on March 31 2022 is as under:

1. Mr. Sharanbasaweshwar Hiremath Independent Director Chairman

2. Ms. Gayathri Muttur Nagaraj 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:

Date of meeting No. Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 29.06.2021 3 3 100%
2 31.03.2022 3 3 100%

The details of Nomination and Remuneration Committee Meetings held from April 01 2021to March 31 2022 and attendance of each Director thereat is as follows:

Sr. No. Name of the Board Member No. of Meetings entitled to attend No. of Meetings attended % of Attendance
1. Mr. Rushabh Shah 2 2 100
2. Ms. Gayathri Nagaraj 2 2 100
3. Ms. Trusha Shah* 1 1 100
4. Mr. Sharanbasaweshwar Hiremath** 1 1 100

*Ms. Trusha Shah gave her resignation as a Non-Executive Independent Director witheffect from January 5 2022.

** Mr. Sharanbasaweshwar Hiremath has been appointed as the Chairman of the Committeewith effect from March 31 2022.

The terms of reference of the Committee inter alia include the following:

1. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to our Board a policy relating to theremuneration of the Directors key managerial personnel and other employees;

2. The Committee shall evaluate the balance of skills knowledge and experience on theBoard and on the basis of such evaluation prepare a description of the role andcapabilities required of an independent director. For the purpose of identifying suitablecandidates the Committee may: a. Use the services of an external agencies if required;b. Consider candidates from a wide range of backgrounds having due regard to diversity;and c. Consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of independent directors and the board ofdirectors;

4. Devising a policy on diversity of board of directors;

5. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to our Boardtheir appointment and removal;

6. Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.

7. Recommend to the board all remuneration in whatever form payable to seniormanagement.

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 and Independentand Non-independent directors on the Board. The Company shall always be in compliance ofthe 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 death resignationetc. of a director an effort shall be made as far as possible to appoint such a personin his place who has the relevant experience in the fields or disciplines in which theoutgoing director had with relevant expertise as requisite to Business of the Company.

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

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

IV Remuneration of Directors

Remuneration to Directors is based on various factors like Company's size economic andfinancial position Directors' participation in Board and Committee Meetings and afterbenchmarking with peer companies. Based on the same and performance evaluation of theconcerned director NRC recommends to the Board remuneration payable to the Directors.

The remuneration paid to Managing Director and Executive Director(s) includes basesalary and variable compensation while remuneration to Independent Directors is based onthe various factors like committee position chairmanship attendance participation andperformance evaluation. The Independent Directors are entitled to receive remuneration byway of sitting fees reimbursement of expenses for participation in the Board/Committeemeetings and commission.

In terms of Regulation 46 of the SEBI Listing Regulations the criteria for payment toNon-Executive Directors is made available on the website of the Company -https://www.aadiindustries.co/

For details of remuneration paid/payable to Directors for the year ended March 312022. The same is available on https://www.aadiindustries.co/

d) Audit Committee:

There was change in constitution of Audit Committee in the financial year 2021-22.

During the year under review Ms. Trusha Shah stepped down from the Audit Committeewith effect from January 5 2022 and Mr. Sharanabasaweshwar Hiremat joined the Committeewith effect from March 31 2022.

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 as on March 31 2022comprises of:

1. Ms. Gayathri Muttur Nagaraj Chairperson

2. Mr. Sharanabasaweshwar Hiremat Independent Director and 3. Mr. Rushabh ShahDirector

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 the year under review the Board of Directors of the Company hadaccepted all the recommendations of the Committee.

The details of Audit Committee Meeting held and participation of Members of theCommittee there at is as below:

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 10-05-2021 3 3 100%
2 29-06-2021 3 3 100%
3 13-08-2021 3 3 100%
4 12-11-2021 3 3 100%
5 14-02-2022 2 2 100%

The details of Audit Committee Meetings held from April 01 2021 to March 31 2022 andattendance of each Member thereat is as follows:

Sr. Name of the Board No. Member No. of Meetings entitled to attend No. of Meetings attended % of Attendance
1. Mr. Rushabh Shah 5 5 100
2. Ms. Gayathri Nagaraj 5 5 100
3. Ms. Trusha Shah* 4 4 100

*Ms. Trusha Shah gave her resignation from the post of Independent Director on January5 2022 due to personal and unavoidable circumstances. The Committee is governed by a termof reference which is in line with the regulatory requirements mandated by the CompaniesAct 2013. Some of the important functions performed by the Committee are:

1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

2. Recommendation for appointment remuneration and terms of appointment of auditors ofour Company;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to our Board for approval with particular reference to: (a)Matters required to be included in the Director's Responsibility Statement to be includedin our Board's report in terms of clause (c) of sub-section 3 of section 134 of theCompanies Act; (b) Changes if any in accounting policies and practices and reasons forthe same; (c) Major accounting entries involving estimates based on the exercise ofjudgment by management;

(d) Significant adjustments made in the financial statements arising out of auditfindings; (e) Compliance with listing and other legal requirements relating to financialstatements; (f) Disclosure of any related party transactions; and (g) Modified opinion(s)in the draft audit report.

5. Reviewing with the management the quarterly financial statements before submissionto our Board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to our Boardto take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

8. Approval of any subsequent modification of transactions of our Company with relatedparties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company wherever it is necessary; 11.Evaluation of internal financial controls and risk management systems; 12. Reviewing withthe management performance of statutory and internal auditors adequacy of the internalcontrol systems 13. Reviewing the adequacy of internal audit function if any includingthe structure of the internal audit department staffing and seniority of the officialheading the department reporting structure coverage and frequency of internal audit; 14.Discussion with internal auditors of any significant findings and follow up thereon; 15.Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to our Board; 16. Discussion withstatutory auditors before the audit commences about the nature and scope of audit as wellas post- audit discussion to ascertain any area of concern; 17. Looking into the reasonsfor substantial defaults in the payment to depositors debenture holders shareholders (incase of non-payment of declared dividends) and creditors; 18. Reviewing the functioning ofthe whistle blower mechanism; 19. Approval of appointment of CFO (i.e. the whole-timefinance Director or any other person heading the finance function or discharging thatfunction) after assessing the qualifications experience and background etc. of thecandidate; 20. Carrying out any other function as is mentioned in the terms of referenceof

the Audit Committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holdingcompany in the subsidiary exceeding rupees 100 crore or 10% of the asset size of thesubsidiary whichever is lower including existing loans / advances / investments existingas on the date of coming into force of this provision.] 22. Consider and comment onrationale cost-benefits and impact of schemes involving merger demerger amalgamationetc. on the listed entity and its shareholders. 23. Carrying out any other function asmay be mentioned in the terms of reference of the Audit Committee.

All the Members on the Audit Committee have the requisite qualification for appointmenton the Committee and possess sound knowledge of finance accounting practices and internalcontrols.

The Company Secretary acts as the Secretary to the Committee

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 RelationshipCommittee comprising of *Ms. Trusha Shah Non-Executive Independent Director as itsChairperson Mr. Rushabh Shah Managing Director as the Committee Member and Ms. GayathriMuttur Nagaraj as the Committee Member respectively.

The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The composition of the StakeholdersRelationship Committee is in conformity with the provisions of the said section.

The Stakeholders Relationship Committee as on March 31 2022 comprises of:

1. Mr. Sharanbasaweshwar Chairperson

2. Ms. Gayathri Muttur Nagaraj Independent Director and 3. Mr. Rushabh Shah Director

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 29.06.2021 3 3 100%

The details of Stakeholders Relationship Committee Meetings held from April 01 2021 toMarch 31 2022 and attendance of each Director thereat is as follows:

Sr. No. Name of the Board Member No. of Meetings entitled to attend No. of Meetings attended % of Attendance
1. Mr. Rushabh Shah 1 1 100
2. Ms. Gayathri Nagaraj 1 1 100
3. Ms. Trusha Shah* 1 1 100

*Ms. Trusha Shah resigned from the position of Independent Director with effect fromJanuary 5 2022.

** Mr. Sharanabasaweshwar Hiremath a non-executive Independent Director joined theCommittee with effect from March 31 2022.

The Compliance officer of the Company is Ms. Rugveda Wagh.

During the financial year under review there were no complaints received during theyear no complaints were unresolved and no complaints are pending.

The role of the Committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificates general meetingsetc. (2) Review of measures taken for effective exercise of voting rights by shareholders.(3) Review of adherence to the service standards adopted by the listed entity in respectof various services being rendered by the Registrar & Share Transfer Agent. (4) Reviewof the various measures and initiatives taken by the listed entity for reducing thequantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annualreports/statutory notices by the shareholders of the company.]

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 itsPowers) Rules 2014 framed “Vigil Mechanism Policy” for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports 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 March 31 2022 to review the performance of Non-Independent Directors (includingthe 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
Efforts for personal development

Similarly performance evaluation of the Chairman was carried out by the IndependentDirectors.

Familiarization Programme

The Company has familiarized the Independent Directors with the Company their rolesresponsibilities in the Company nature of industry in which the Company operates. Thedetails relating to the familiarization programme are available on the website of theCompany at: https://www.aadiindustries.co/

h) Separate Meeting of Independent Directors:

As stipulated by the Code for Independent Directors in Schedule IV of the Act andRegulation 25 of the Listing Regulations a separate meeting of the Independent Directorsof the Company was held on March 31 2022 to review the performance of all Non-IndependentDirectors the Board as a whole and the performance of the Chairman of the Company takinginto account the views of other executive and non-executive directors. The independentdirectors also reviewed the quality content and timeliness of the flow of informationbetween the Management and the Board and its Committees towards effective and reasonableperformance and discharge of their duties.

i) Declaration by Independent Director(s):

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

j) 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.

k) Transfer to Investor Education and Protection Fund:

Pursuant to Section 125 of the Act to the extent notified dividends that areunclaimed for a period of seven years are to be transferred to the Investor Education andProtection Fund (IEPF) administered by the Central Government and no claim shall lieagainst IEPF. As the Company has not declared any dividend before there are no dividendsdue for transfer.

13. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Compliance Officer is responsiblefor implementation of the Code.

The code of prevention of Insider Trading and fair disclosures is there on the websiteof the Company - https://www.aadiindustries.co/ .

All Board Directors and the designated employees have confirmed compliance with theCode.

14. Auditors

a) Statutory Auditors

Pursuant to provisions of Section 139 and other applicable provisions if any of theCompanies Act 2013 (‘the Act') and the Companies (Audit and Auditors) Rules 2014as amended from time to time the Company has appointed RAK CHAMPS & CO LLP (FirmRegistration No. 131094W) having Membership No: 218600 as

Statutory Auditors of the Company for a period of five years from the conclusion of27th AGM till the conclusion of 32nd Annual General Meeting of the Company to be held in2025-2026 in place of resigning auditors M/s. N. K. Vyas & Co. CharteredAccountants having Membership No: 014433.

Comment on Auditors' Report

The report of the Auditors along with notes to Schedules forms part of this AnnualReport.

During the year under review the Auditor has mentioned Disclaimer of opinion in theAudit report that the Management has not been able to provide any cash credit loanstatement or loan confirmation for Rs 3500000/- as on 31st March 2022 reflected asborrowings under current financial liabilities. Similarly management has not been able toprovide bank statement or balance confirmation of Rs 1994/- for the bank balancereflected as cash & cash equivalent. Accordingly in the absence of sufficient andappropriate evidence to our satisfaction the Auditors are unable to satisfy ourselves onthe cash credit limit and bank balance.

Explanation to the disclaimer made by Auditor in their report is as under:

The Company owes the amount of Rs. 3500000 as the Bank has declared the Company asNon-Performing Asset the Company was not able to give the confirmation to the Auditorabout the cash credit loan statement.

The Bank account no. having the balance of Rs. 1994/- has been deactivated and hencethe Company was not able to provide the bank statement or balance confirmation to theAuditor.

b) Secretarial Audit Report for the year ended 31st March 2022:

The Board appointed Ranjeet Kumar Sharma & Associates Practising CompanySecretary to conduct Secretarial Audit for the FY 2021-22. The Secretarial Audit reportfor the financial year ended March 31 2022 is annexed herewith marked as Annexure 3 tothis report.

c) Cost Audit:

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

15. Related party transactions

The transactions falling under Section 188 are annexed hereto as Annexure 2. Howeverrelated party transactions as per IND AS 24 forms part of the financials.

16. Particulars of loans guarantees or investments under section186:

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.

17. 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 displayed on the website of the Company - https://www.aadiindustries.co/

18. Public Deposits

As per notification dated 22nd January 2019 issued by MCA on form DPT-3 it has beenclassified that all companies according to Rule 16 and Rule 16A of the Companies(Acceptance of Deposits) Rules 2014 had to inform ROC about the outstanding loans of theCompany by filing form DPT-3. Your Company has not accepted any deposits from public interms of Section 73 74 75 76 of the Companies Act 2013 and accordingly your companyhas filed form DPT-3.

19. Corporate Social Responsibility

Social Welfare Activities has been an integral part of the Company since inception. TheCompany is committed to fulfill its social responsibility as a good corporate citizen.However the Company is not covered by the provisions of Section 135 of the Companies Act2013 as it does not satisfy the conditions of Net Worth and Net Profit as laid therein.

20. 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.

21. 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 1. There are no foreignexchange earnings or outgo during the year under review.

22. 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 Act2013: a) in the preparation of the annual accountsthe applicable accounting standards had been followed along with proper explanationrelating to material departures if any; b) they had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe financial year and of the profit and loss of the company for that period; c) they hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d) they had prepared theannual accounts on a going concern basis; and e) they had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and operating effectively. f) they had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

23. Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance.

Pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations2015 the provisions of reporting of Corporate Governance as specified in Regulation 27(2) is not applicable to the Company as it does not meet the threshold of paid up capitalof Rs. 10 crores and net worth of Rs. 25 crores as on March 2022.

Accordingly the Company is fully compliant with the applicable provision and theCompany is committed to ensure compliance with all modification within prescribed normsunder Companies Act 2013. Company is committed to maintain the highest standards ofcorporate practices as set out by SEBI as good Corporate Governance which forms part ofthe Directors Report.

24 . Reporting of Fraud by Auditors

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsofficers or employees to the Audit Committee under Section 143(12) of the Companies Act2013 details of which needs to be mentioned in the Report.

25. Secretarial Standards of ICSI

Secretarial Standards issued by the Institute of Company Secretaries of India withrespect to board and general meetings are complied by the Company.

26. General Shareholder Information

a) 28th Annual General Meeting

Date Time Venue
June 30 2022 11:00 A.M AGM will be held at 421 4th Floor Kailash Plaza Building Vallabh Baug Lane Ghatkopar (East) Mumbai- 400075.

b) Financial Calendar for the year 2021-2022

Financial year April 1 2021 to March 31 2022
Book Closure Dates June 24 2022 to June 30 2022 (both days inclusive)

c) Listing of Equity Shares on Stock Exchange and Stock Codes

Listing on Stock Exchange: BSE Limited (“BSE”) Phiroze Jeejeebhoy TowersDalal Street Mumbai 400 023

SCRIP CODE: 530027

d) Location and time where Annual General Meeting (AGM) for the last 3 years were heldis given below:

Financial Year AGM Date Time Location
2020-21 27th Wednesday December 29 2021 11:00 a.m. Via electronic mode [video conference or other audiovisual means(“OAVM”)] Deemed Location: 421 4th Floor Kailash Plaza Building Vallabh Baug Lane Ghatkopar (East) Mumbai- 400075
2019-20 26th Wednesday December 30 2020 2.00 p.m. Via electronic mode [video conference or other audiovisual means(“OAVM”)] Deemed Location: 421 4th Floor Kailash Plaza Building Vallabh Baug Lane Ghatkopar (East) Mumbai- 400075
2018-19 25th Friday 27 September 2019 11.00 a.m. 421 4th Floor Kailash Plaza Building Vallabh Baug Lane Ghatkopar (East) Mumbai- 400075

All the resolutions set out in the respective notice were passed by the requisitemajority of the shareholders.

Extra ordinary general meeting held in 2021-22: Nil

Special Resolutions passed in Annual General Meeting held during the FY 2020-21:

1. To increase borrowing powers of the board and authorization limit to secure theborrowings under Section 180(1)(c) and 180(1)(a) of the Companies Act 2013.

2. To make investments give loans guarantees and security in excess of limitsspecified u/s 186 of Companies Act 2013.

3. Re-appointment of Mr. Rushabh Shah (DIN:01944390) as Managing Director.

e) Stock Market Date and their Performance v/s S&P BSE Sensex

The high/low of the market price of the shares of the Company and the performance thereof with the BSE Sensex was not available till September 15 2021 as the listing of theCompany was suspended due to penal reasons:

The high/low of the market price of the shares of the Company is as follows:

Month BSE (Rs.)
High Low
September-2021 2.45 1.28
October-2021 6.64 2.69
November-2021 16.64 6.97
December-2021 15.97 10.54
January-2022 13.72 8.69
February-2022 9.65 6.74
March-2022 8 6.45

f) Registrar and Share Transfer Agent (RTA)

The Registrar and Share Transfer Agent (RTA) of the Company is Link Intime IndiaPrivate Limited. The registered office address and contact details of RTA are as follows:

Link Intime (India) Pvt. Ltd.

C-101 247 Park L.B.S Marg Vikhroli West Mumbai - 400083 Tel: 2851 5606/ 5644/ 6338.Fax: 2851 2885 website: www.linkintime.co.in g) Share transfer system:

The Board has the authority for approving transfer transmission of the Company'ssecurities. The Company ensures that the half yearly Compliance Certificate pursuant toregulations 40(9) and 40 (10) of the SEBI Listing Regulations are filed with the StockExchanges.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8 2018 and furtheramendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30 2018 requestsfor effecting transfer of securities (except in case of transmission or transposition ofsecurities) cannot be processed from April 1

2019 unless the securities are held in the dematerialized form with the depositories.Therefore Members holding shares in physical form are requested to take necessary actionto dematerialize the holdings.

h) Distribution of shareholding:

Nominal Value of Shares: Rs. 10

Category Shareholders Shares
(Shares) Number % Number %
1-500 2880 71.3755 420560 4.2056
501 TO 1000 447 11.0781 374380 3.7438
1001 TO 2000 253 6.2701 392732 3.9273
2001TO 3000 93 2.3048 239478 2.3948
3001 TO 4000 56 1.3879 204804 2.0480
4001 TO 5000 74 1.834 351967 3.5197
5001 TO 10000 107 2.6518 817048 8.1075
10001 TO
******** 125 3.0979 7199031 71.9903
Total 4035 100.00 10000000 100.00

i) Dematerialization of Shares:

The Company's shares are required to be compulsorily traded on Stock Exchanges indematerialized form. The number of shares as on 31st March 2022 held in dematerializedand physical form are as under:

Particulars No. of Shares %
NSDL 2924065 29.24
CDSL 6278869 62.79
Physical 797066 7.97
Total 10000000 100

j) Compliance with mandatory and non-mandatory requirements of the Listing Regulations:

The Company has complied with all mandatory requirements of Listing Regulations and hasnot adopted any non-mandatory requirements which are not applicable to the Company.

k) Shareholding of Directors and Key Managerial Personnel:

For Mr. Rushabh Shah

SN Shareholding of each Directors and each Key

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

Managerial Personnel No. o f shares % of total shares of the company No. of Shares % of total shares of the company
At the beginning of the year 2486429 24.86 2486429 24.86
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No change
At the end of the year 2486429 24.86 2486429 24.86

l) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year 3500000 61839793 Nil 65339793
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 3500000 61839793 Nil 65339793
Change in indebtedness during the financial year - 3686495 Nil 3686495
Addition
Reduction
Net Change - 3686495 Nil 3686495
Indebtedness at the end of the financial year 3500000 65526288 Nil 69026288
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 3500000 65526288 Nil
69026288

m) DETAILS OF REMUNERATION TO ALL THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Name of the Directors Salary Allowance perquisites and other benefits Performance- linked Income/Bonus/ Commission Paid/Payable Stock Option Pension Sitting Fees Paid
Executive Directors
Mr. Rushabh Shah - - - - -
Non-Executive Directors
Ms. Gayathri - - - - Rs.10000
Muttur Nagaraj per month
Ms. Trusha - - - - Rs.20000
Shah per quarter

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER/WTD

Sl. Particulars Remuneration in
No. of Remuneration (Rs.) Company CFO Secretary Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 20000 p.m - 20000 p.m
(b) Value of perquisites u/s 17(2) Income- tax Act 1961
(c) Profits in lieu of salary undersection
17(3) Income-tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit
- others specify…
5 Others please specify - - -
Total 20000 - 20000
p.m p.m

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Descriptio n Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty NONE
Punishment
Compounding
B. DIRECTORS
Penalty NONE
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty NONE
Punishment
Compounding

Disclosure of Managerial Remuneration

A. Ratio of remuneration of each Director to the median remuneration of the employeesof the Company for FY 2020-21 as well as the percentage increase in remuneration of eachDirector Chief Financial Officer and Company Secretary is as under:

Name of Director/ Key Managerial Personnel Ratio to median remuneration % increase in remuneration over previous year
Non-Executive Directors
Ms. Gayathri Muttur Nagaraj This is not applicable as the Company did not pay any remuneration to its directors.
Ms. Trusha Shah
Executive Directors
Mr. Rushabh Shah 100:1 NA
Key Managerial Personnel
Ms. Rugveda Wagh. 100:1 NA
Mr. Sushil Surve -

B. Percentage decrease in the median remuneration of employees in FY 2021-22: NotApplicable C. Number of permanent employees on the rolls of the Company as on March 312022: 3 D. Comparison of average percentile increase in salary of employees other than themanagerial personnel and the percentile increase in the managerial remuneration:

Particulars % change in remuneration
Average increases in salary of employees (other than managerial personnel) As the Company is in losses there is no increase in salary of employees.
Average increase in remuneration of managerial personnel As the Company is in losses there is no increase in remuneration of employees.

Affirmation: It is affirmed that the remuneration paid to the Directors Key ManagerialPersonnel and other employees is as per the Remuneration Policy of the Company.

24. 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
Managing Director
(DIN: 01944390)
Place: Mumbai
Date: May 30 2022

.