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Addi Industries Ltd.

BSE: 507852 Sector: Industrials
NSE: N.A. ISIN Code: INE757C01021
BSE 13:40 | 24 May 29.15 -0.85
(-2.83%)
OPEN

32.10

HIGH

32.10

LOW

28.10

NSE 05:30 | 01 Jan Addi Industries Ltd
OPEN 32.10
PREVIOUS CLOSE 30.00
VOLUME 6695
52-Week high 57.10
52-Week low 4.28
P/E 71.10
Mkt Cap.(Rs cr) 31
Buy Price 28.60
Buy Qty 55.00
Sell Price 29.15
Sell Qty 5.00
OPEN 32.10
CLOSE 30.00
VOLUME 6695
52-Week high 57.10
52-Week low 4.28
P/E 71.10
Mkt Cap.(Rs cr) 31
Buy Price 28.60
Buy Qty 55.00
Sell Price 29.15
Sell Qty 5.00

Addi Industries Ltd. (ADDIINDUSTRIES) - Director Report

Company director report

Dear Members

The Directors of your Company present their 39th Annual Report & the AuditedFinancial Statements of the Company for the financial year ended March 31 2021.

Financial Results

The performance of your Company for the financial year ended March 31 2021 issummarized below

(Rs./Lakhs)

2020-21 2019-20
Turnover & other Income 39.44 92.57
(incl. Exports)
Gross Profit before (26.45) (75.71)
financial exp. & depreciation
Less: Financial Expenses Nil Nil
Depreciation 20.01 20.75
Exceptional Items 3.76 0.08
Net Profit/(Loss) before Tax (42.70) (96.54)
Less: Provision for Taxation Nil Nil
Less: Income Tax adj. for earlier years Nil (0.23)
Less: Adj. for deferred tax (145.57) (10.80)
Mat credit entitlement Nil Nil
Net Profit /(Loss) after tax 102.87 (85.51)
Add: Amount b/f from last year (170 45) (90 89)
impact of carrying amount of asset
Where remaning useful life is Nil Nil Nil
Other comprehensive Income 0.67 5.95
Balance transferred to Balance Sheet (66.91) (170.45)

Finances

Your Company continues to have the support of its Bankers Punjab National Bank forthe working capital requirements commensurate with its business activities on need basis

Deposits

The Company has neither invited nor accepted any deposits from the Public during theyear under report. Particulars of Loans Guarantees or Investments

The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013

The details of the investments made by Company are given in the notes to the financialstatements.

Internal Financial Control Systems and their adequacy

The Company has an internal control system commensurate with the size scale andcomplexity of its operations The scope and authority of the internal audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theinternal audit function reports to the Chairman of the Audit Committee of the Board and tothe Managing Director

Rajeev Shagun Gupta & Co were appointed as Internal Auditors in terms of Section138 of the Companies Act 2013 read with the Companies (Accounts) Rules 2015 monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations if any along with corrective actions thereon arepresented to the Audit Committee of the Board

Directors and Key Managerial Personnel

During the year under review there was a change in the Board of Directors of theCompany Smt Urmila Jain was appointed as Additional director of the company w.e.f 5thMarch 2021. Further Mr Chaman Lal Jam was re-appointed as the Managing Director for aperiod of 3 years w.e.f 01st October 2020 to 30th September. 2023.

The Company Secretary - Key Managerial Personnel of the Company Smt. Twinkle Bhardwajwas resigned on 4 th March 2021 from the said designation and Smt. Taranjeet Kaur wasappointed on 5th March 2021 in her place.

Shri Hari Bansal Director retires by rotation at the ensuing Annual General Meetingand is eligible for re-appointment Board of Directors recommends his re-appointment

Declaration by Independent Director

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

Integrity. Expertise and Experience (including the proficiency) of the IndependentDirectors

All the independent Directors are person of integrity and have vast experience in thefield. They are expert in their fields and their advices have been fruitful to theCompany. Some of the independent directors are not required to appear for the onlineproficiency self-assessment test conducted by the Indian institute of Corporate Affairswhereas some of them will be appearing soon.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the requirements of theListing agreement executed under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe various Committees The evaluation process focused on various aspects of the Board andCommittees functioning such as composition of the Board and Committees experience andcompetencies performance of specific duties and obligations governance issues etc.Separate exercise was carried out to evaluate the performance of individual Directors onparameters such as attendance contribution and independent judgment The Directorsexpressed their satisfaction with the evaluation process.

Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management and theirremuneration The Remuneration Policy is stated in the Corporate Governance Report

Meetings

A Calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

Audit Committee

The Company has in place an Audit Committee in terms of the requirements of theCompanies Act 2013 read with the rules made thereunder and the requirements of theListing agreement executed under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The details relating to thesame are given in Report on Corporate Governance forming part of this Report

Directors' Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 the directors would like to statethat:

i) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) The directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review

ii:) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting any fraud orother irregularities

iv) The directors have prepared the annual accounts on a going concern basis;

v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

Related party transactions

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters. KeyManagerial Personnel or other designated persons which may have potential conflict withthe Company at large. Accordingly no transactions are being reported in Form AOC-2 interms of Section 134 of the Act read with rules made thereunder.

Amount carried to Reserve

The Company has not transferred any amount to the reserves during the current financialyear

Material changes and commitments affecting the Financial position of the Companybetween the end of the financial year and the date of the report

There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.

However in the meeting held on 29th June 2021 the board considered the proposal ofScheme of Amalgamation of Aum Texfab Pvt Ltd (the Transferor Company) with Addi IndustriesLtd (the Transferee Company) and other connected matters if any. Aum Texfab Pvt Ltd is awholly owned subsidiary of the Transferee Company i.e. Addi Industries Limited hence nonew shares will be issued

Changes in Capital Structure

During the year under review there was no change in the Share Capital of the Company.The Company has neither issued any equity shares with differential rights nor the sweatequity shares nor granted any employee stock options nor the Company has created anyprovisions for purchase of its own shares during the year under review.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in “Zero Tolerance” against briberycorruption and unethical dealings/behaviors of any form.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity at the work place in business practices andin dealing with stakeholders The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism policy to deal with the instance of fraud andmismanagement if any.

In staying true to our values of strength performance and passion and in line with ourvision of being one of the Companies having highest standards of Corporate Governance andstakeholder responsibility. The periodic report for any instance is to be reported beforethe Audit Committee.

Risk Management Policy

The Company has a judicious risk management policy strong systems constant monitoringof various risk factors and a focus on greater market penetration that continue to guideits business strategy.

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 Board is responsible forimplementation of the Code.

All Board members and the designated employees have confirmed compliance with the Code Detailsof significant & material orders passed by the Regulators or Courts or Tribunals

During the year under review there were no material and significant orders passed bythe regulators or courts or tribunals impacting the going concern status and the Company'soperations in future.

Secretarial Auditors

As required under Section 204(1) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of managerial Personnel) Rules 2015 the Company hadappointed Ms. Purti Singhal Company Secretary in practice of Singhal & Company toundertake the Secretarial Audit of the Company for the financial year 2020-21 TheSecretarial Audit Report for the financial year ended March 31 2021 is annexed as Annexure-A.

Auditors

M/s. B R Gupta & Co.. Chartered Accountants were appointed as Statutory Auditors ofthe Company on 29th September 2017 for a period of five consecutive years to hold officefrom the conclusion of 35th Annual General Meeting until conclusion of the 40th AGM to beheld in the Calendar year 2022. The Company has received the consent and the requisiteCertificate(s) under the Companies Act 2013 from them.

The ratification of Statutory Auditors of the Company was considered every year inaccordance with Section 139 of the Companies Act 2013. Pursuant to the amendment in theCompanies Act 2013 and rules made thereunder the ratification of statutory auditors ofthe Company is not required anymore and hence the said matter is not considered as thepart of Annual General Meeting of the Company

Auditor's Report/Secretarial Audit Report

The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

However observation made in the Secretarial Auditors' Report is regarding therequirement of maintenance of the website and the Company is in the process of maintenanceof the website.

Frauds reported by Auditor's under Section 143(12) of the Companies Act 2013

During the year under review no instances of fraud were reported by the statutoryauditors of the Company under Section 143(12) of the Companies Act 2013.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-B. Subsidiary Company

During the year under review AumTexfab Pvt Ltd. continues to be a Subsidiary of theCompany and the contribution of the said Subsidiary Company was insignificant. Theconsolidated financial statements of the Company and its above said subsidiary form partof the Annual Report

Pursuant to the provisions of Section 129(3) of the Act. a statement containing thesalient features of financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company as Annexure-C

Consolidated Financial Statements

Your Directors have pleasure in attaching the Consol dated Financial Statementspursuant to Section 129(3) of the Companies Act 2013 and in terms of the ListingAgreement entered with the Stock Exchanges and prepared in accordance with the AccountingStandards prescribed by the Institute of Chartered Accountants of India in this regard.

The Auditors report to the shareholders does not contain any qualification observationor adverse comment. Corporate Governance

The Management Discussion & Analysis Report and the Report onCorporate Governance along with the Certificate from the Auditors of the Companyregarding compliance with the conditions of Corporate Governance as stipulated under therequirements of the Listing agreement executed under the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 is given in theAnnexure forming part of this Report. The Corporate Governance Report for the financialyear ended March 31 2021 is annexed as Annexure-D

Particulars of Employees

There was no employee who was in receipt of remuneration for the financial year underreport in the aggregate of more than Rs One Crore Two Lakhs per annum if employedthroughout the year or Rs. Eight Lakhs Fifty Thousand per month if employed for part ofthe f financial year within the meaning of Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

The information required pursuant to Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 In respect ofemployees of the Company is annexed to this Report as Annexure-E.

Energy Conservation Technology Absorption and Foreign Exchange Earnings & Outgo

The relevant information & data required to be disclosed in terms of the provisionsof the Companies Act. 2013 and the rules made thereunder is given in the Annexure- F andforms part of this Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention. Prohibition andRedressal) Act 2013:

During the year under review no complaints were received from any employee and henceno action was required to be taken by the Company in accordance with the provisions of TheSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 and rules made thereunder and no complaints are outstanding as at 31st March 2021.

Compliances of applicable Secretarial Standards

The Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2relating to 'Meetings of the Board of Directors' and General Meetings respectively

COVID-19 Response

The Prevailing COVID-19 pandemic outbreak has caused havoc in the economy across theGlobe and India as well since last quarter of previous year The vigorous spread ofCOVID-19 pandemic including the more lethal second wave continues to effect the businessesacross India and the operations of Company. During the extraordinary times of COVID-19pandemic the Company has taken all the possible preventive measures as recommended by thepresent Government The Company has also made all the compliances required thereby pursuantto which the Company is also taking a step to hold its current Annual General Meetingthrough Video conferencing and other audio-visual means considering the safety and ease ofall its stakeholders. Further the Company has also made efforts so that the workers andstaff members of the Company do not have to face the financial disturbance during thispandemic.

Acknowledgements

Industrial relations continue to be cordial during the year under report. The Directorsappreciate the effort and contribution made by the Workers Staff Members and Executivesat all levels. The Directors would also like to thank the Shareholders BankersCustomers and Suppliers & Vendors for the continuous support given by them to theCompany and their confidence in its management

Place: New Delhi

For and on behalf of the Board of Directors of Addi Industries Limited

Dated : 13-08-2021 Sd/- Sd/-
Chaman Lal Jain Hari Bansal
Managing Director (DIN: 00022903) Director (DIN: 00022923)

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