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Adhiraj Distributors Ltd.

BSE: 780018 Sector: Others
NSE: N.A. ISIN Code: INE067R01015
BSE 05:30 | 01 Jan Adhiraj Distributors Ltd
NSE 05:30 | 01 Jan Adhiraj Distributors Ltd

Adhiraj Distributors Ltd. (ADHIRAJDISTRIB) - Director Report

Company director report

The Members

Adhiraj Distributors Limited

Your Directors present the 11th Annual Report of your Company along with theFinancial Statements for the year ended 31st March 2021.

Financial Highlights:

Particulars Year Ending March 2021 Year Ending March 2020
Sales 25502669.71 25000000.00
Other Income 4628502.79 4960651.39
Total Income 30131172.50 29960651.39
Less: Expenditure 300363173.72 28933079.00
Profit/ (Loss) before (270232001.22) 1027572.39
Exceptional items and Tax - -
*Add: 270000000.00 -
Exceptional items
Profit/ (Loss) before Tax (232001.22) 1027572.39
Less: Tax
Expense
Current Tax& Tax for Earlier Year - 266366.00
Deferred Tax - -
Profit/ (Loss) after Tax (232001.22) 761206.39
Add: Profit/
(Loss) Brought 6526655.60 5765449.21
Forward
Amount available for Appropriation/ 6294654.38 6526655.60
(Loss)

* Exceptional Item: Stock in trade is written off due to termination of contracts ofrights with party as stock was not saleable

OUTBREAK OF COVID-19 PANDEMIC

The financial year 2020-21 began amidst nation-wide lockdowns to contain thewide-spreading of Covid-19 and the lockdowns were followed by systematic/gradual removalof restrictions on the free movement of people by the Central and/or the StateGovernments. While the novel Corona virus has had a terrible humanitarian impact it isalso taking a heavy toll of economies across the world and one of the worst hit sectors isRetail. Accordingly the operations and consequential financial performance of the Companyduring the financial year 2020-21 have been adversely impacted and may due to the secondwave of the pandemic remain impacted in the current financial year as well regardless ofthe adequate measures taken by the Company to minimise the said impact. Consequent tothat the Company had during the financial year 2020-21 incurred losses and consideringthe current economic scenario it may in the financial year 2021-22 and onwards have asituation of inadequate profits or no profits.

Appropriations:

The Company has incurred loss of an amount of Rs. 232001.22 and regret for notrecommending dividend on equity shares.

Material changes and commitments after the end of financial year:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year anddate of the report

Issue of Shares

? The Company has not granted any Employees Stock Option.

? The Company has not issued any sweat Equity Shares.

? The Company has not issued any equity shares with differential rights.

Particulars of loans guarantees or investment:

The Particulars of Loan given Investment made Guarantees given and securitiesprovided along with the purpose for which the loan or guarantee or security is proposed tobe utilised by the recipient are provided in the financial statement.

Energy Conservation Technology Absorption Foreign Exchange Earnings & Outgo:

Details of energy conservation are not applicable to the company no technology hasbeen absorbed or imported by the company and Foreign Exchange earning & outgo is NIL

Deposits:

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

Directors:

As per the provisions of the Companies Act 2013 and the Articles of Association Mr.Narayan Gope is liable to retire by rotation at the 11th Annual GeneralMeeting. Mr. Narayan Gope has confirmed his eligibility and willingness to accept theoffice of Directorship of your Company if appointed. In the opinion of your DirectorsMr. Narayan Gope has the requisite qualifications and experience which would be of valueto your Company and would enable him to contribute to the Company in his capacity as theDirector of the Company. The Board recommends that the resolution relating to there-appointment of Mr. Narayan Gope as Director of your Company be approved.

Rohit Garodia is Independent Director resign the office on 9th October 2020 due topreoccupation

None of the Directors or Key Managerial Personnel has any pecuniary relationships ortransactions with the Company other than salaries commission sitting fees.

Declaration given by Independent Directors:

All Independent Directors have given declarations under Section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as provided under Section 149(6) ofthe Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements)Regulations2015.

Familiarisation programme for Independent Directors:

The Company's familiarisation program for

Independent Directors provides training at the time of joining to enable them tounderstand the operations business and other details of the Company. The IndependentDirectors are regularly briefed on the developments that are taking place in the Companyand its operations etc.

Number of meetings of the Board:

The Board meets at regular intervals to review the

Company's businesses and discuss its strategy and plans. A tentative annual calendar ofthe meetings is circulated to the Directors in advance to enable them to plan theirschedule and to ensure effective participation.

During the year Seven board meetings were convened and held. The maximum intervalbetween the meetings did not exceed the period prescribed under the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

Committees of the Board:

The details of the composition of the Board and its Committees and of the meetings heldand attendance of the Directors at such meetings are provided in the

"Report on Corporate Governance".

Currently the Board has the following Committees: ? Audit Committee ? Nomination andRemuneration Committee ? Stakeholders Relationship Committee

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanations obtained your Directors make the following statements in terms of Section134(3)(C) of the Companies Act 2013:

(i) That in the preparation of annual financial statements for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanations relating to material departures if any;

(ii) That such accounting policies have been selected and applied consistently andjudgements and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company as of 31st March2021 and of the profit of the Company for that year;

(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) That the annual financial statements have been prepared on a ‘going concern'basis.

(v) That proper internal financial controls are in place and that the financialcontrols are adequate and are operating effectively.

(vi) Those systems to ensure compliance withthe provisions of all applicable laws arein place and that such systems are adequate and are operating effectively.

Management Discussion & Analysis Report and Report on Corporate Governance:

As per SEBI ( Listing Obligation and Disclosure Requirement) Regulation2015 with theBombay Stock Exchange Limited the Corporate Governance Report and the ManagementDiscussion and Analysis Report are annexed and form part of the Directors' Report(Annexure ‘1'& ‘2' respectively).

Certificate dated 28th August 2021 from a Practicing Company SecretaryAyushi Khaitan (M. No. 52589) regarding the compliance of conditions of CorporateGovernance as stipulated in as per SEBI ( Listing Obligation and Disclosure Requirement)Regulation 2015 with the Stock Exchange is annexed to this Report

(Annexure ‘1')

Director's Appointment and Remuneration Policy:

The Board has on recommendation of the Nomination and Remuneration Committeeformulated a policy for selection and appointment of Directors senior Managements andtheir remuneration. The details of the said policy are stated in the Corporate GovernanceReport. (Annexure 3)

Annual Evaluation of Performance by the Board:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 the Board has carried out an evaluations of itsown performance the directors individually as well as the evaluation of the working ofits Audit Committee and Nomination and Remuneration Committee. The manner in which theevaluation has been carried out is mentioned in the Corporate Governance Report.

Related Party Transaction:

All Related Party Transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe Company at large.

Corporate Social Responsibility:

Pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014.

The Company has not developed and implemented any Corporate Social Responsibilityinitiative as the said provisions are not applicable.

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 preclearance 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 Policy is hosted on CompaniesWebsite www.adhirajdistributors.com.

Code of Conduct

The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc. The Policy is hosted on Companies Websitewww.adhirajdistributors.com. A declaration regarding Code of Conduct is signed by theManaging Director of the Company and enclosed in Corporate Governance Report.

Vigil Mechanism/Whistle Blower Policy

As per Section 177(10) of the Companies Act 2013 read with Rule 7 of Companies(Meetings of Board and its Powers) Rules 2014 the Company has established an effectivevigil mechanism named Whistle Blower Policy

("the Policy") which is also in conformity with the

Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with a view to provide a mechanism for Directors and Employees of the Company interalia to raise genuine concerns of any violations of legal or regulatory requirementsincorrect or misrepresentation of any financial statements and reports etc. The Companyencourages its employees to use the mechanism and has made provision for direct access tothe Chairman of the Audit Committee in appropriate and exceptional cases. Adequatesafeguards against victimization of the persons who use such mechanism are provided in thepolicy. The policy is posted on the website of the Company www.adhirajdistributors.com.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand 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. The Company did notreceive any complaint during the year 2020-21.

Internal Financial Control

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in form MGT-9 is annexed herewith as "Annexure 4"

Details pertaining to remuneration as required under section 197(12) of the companiesact 2013 read with rule 5(1) of the companies (appointment and remuneration of managerialpersonnel) rules 2014. ii.

i. The percentage increase in remuneration of each

Director Chief Financial Officer and Company Secretary during the financial year2020-21 ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2020-21 and the comparison of remunerationof each Key Managerial Personnel (KMP) against the performance of the Company are asunder:

Sl. N o. Name of the Director / KMP & Designati on Remunera tion of Director / KMP for the FY 2020- 21(Rs.) % incr eas e in Re mu ner ati on in the FY 202 0- 21 Ratio of Remun eration of each Directo r / to median remune ration of employ ees Compari son of the Remune ration of the KMP against the perform ance of the compan y PBT
1 Gopal Agarwal (M.D.) 60000.00 NIL 0.25 decrease by 122.58% & PAT
decrease by 130.48% PBT
2 Maya Shaw (Company Secretary) 12000.00 NIL 0.48 decrease by 122.58% & PAT
decrease by 130.48% PBT
3 Subhas Agarwal (CFO) 15000.00 NIL 0.75 decrease by 122.58% & PAT
decrease by 130.48%

The median remuneration of employees of the Company during the financial year wasRs. 2.40 Lakhs.

There were 9 permanent employees working in the Company as on March 31 2021

ii. There is no change in remuneration of Managing Director as the performance of theCompany decreases by 122.58% to Rs. -2.32 Lacs in 2020-21 (10.28 Lacs in 2019-20).The keyparameters for the variable component of remuneration availed by the directors areconsidered by the Board of Directors based on the recommendations of the Nomination andRemuneration Committee as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees.

The ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.

Statutory Auditors:

In compliance with the provisions of Section 139 and other applicable provisions of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification (s)/ re-enactment(s)/ amendment(s) thereof for the time being inforce) M/s. A Agarwal & Associates (Firm Registration No. 326873E) were appointed asStatutory Auditors at the 8th Annual General Meeting of the Company held on 28thSeptember 2018 to hold office for the term of five (5) consecutive years from theconclusion of the 8thAnnual General Meeting until the conclusion of the 13thAnnual General Meeting of the Company subject to the ratification at the Annual GeneralMeeting in each of the subsequent years during the aforementioned term of theirappointment.

However with the Notification dated May 7 2018 issued by the Ministry of CorporateAffairs (‘MCA') the first proviso to section 139 (1) of the Companies Act 2013pertaining to the requirement of annual ratification of appointment of Auditors by Membersis omitted.

Accordingly as per the Companies (Amendment) Act 2017 ratification of theappointment of Statutory Auditors during their period of appointment will not beconsidered.

Secretarial Auditors:

In accordance with Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. Ayushi Khaitan Company Secretaries (ACS No. 52589 and CP No. 19325) toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year 2020-21 is set out in the Annexure ‘5'to this Report.

Risk Management Policy

Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of directors ofthe Company has adopted a Risk management Policy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuoussupport and cooperation received from customers dealers suppliers financialinstitutions and others in successfully conducting the Company's business operations. Your

Directors also wish to place on record their deep sense of appreciation for thecommitment and dedicated service of the Company's employees. Your Directors alsoacknowledge with gratitude the encouragement and support extended by our valuedshareholders.

On behalf of the Board of Directors For Adhiraj Distributors Limited

Sd/-

Mr. Gopal Agarwal Managing Directors (Din: 07821175)

Date: 30th June 2021

.