You are here » Home » Companies » Company Overview » Adinath Exim Resources Ltd

Adinath Exim Resources Ltd.

BSE: 532056 Sector: Financials
NSE: N.A. ISIN Code: INE398H01015
BSE 00:00 | 20 May 19.95 -0.95
(-4.55%)
OPEN

20.90

HIGH

21.90

LOW

19.90

NSE 05:30 | 01 Jan Adinath Exim Resources Ltd
OPEN 20.90
PREVIOUS CLOSE 20.90
VOLUME 1656
52-Week high 41.70
52-Week low 6.40
P/E 19.18
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.90
CLOSE 20.90
VOLUME 1656
52-Week high 41.70
52-Week low 6.40
P/E 19.18
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Adinath Exim Resources Ltd. (ADINATHEXIMRES) - Director Report

Company director report

Dear Members

Your directors are pleased to present 27th Annual Report and financialstatement for the year ended March 31 2021.

1. FINANCIAL HIGHLIGHTS:

Particulars For the year ended on 31st March 2021 For the year ended on 31st March2020
Revenue from Operations (Net) 86.67 63.90
Other Income 3.89 4.21
Total Income 90.57 68.11
Total Expenditure 24.70 24.07
Profit / (Loss) before Tax 65.86 44.04
(Less) : Tax expense 18.12 7.22
Profit/Loss for the year 47.74 36.82
Total Comprehensive Income 141.25 (1212.07)
Earnings Per Share 1.11 0.77

2. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:

The Company's revenues from operations increased to Rs. 86.67 Lakhs in the year 2020-21from Rs. 63.90 Lakhs in the year 2019-20 showing growth of 35.63 % compared to theprevious year impacting to the profit of Rs. 47.74 Lakhs in the present fiscal year incomparison to profit of Rs. 36.82 Lakhs in the financial year 2019-20. However yourDirectors are expecting to achieve better results in coming years.

3. RECOMMENDATION OF DIVIDEND:

In order to conserve and plough back the resources your directors have not recommendedany dividend for the year on equity shares of the company.

4. CHANGE IN NATURE OF BUSINESS IF ANY:

During the Year under review your Company has not changed its nature of business.

5. TRANSFER TO RESERVES:

The Board has recommended transferring Rs. 9.55 Lakhs to Special General Reserves andan amount of Rs. 812.08 Lakhs is retained as surplus in the Statement of Profit and Lossof Standalone financials.

6. SHARE CAPITAL:

As on 31st March 2021 the Share Capital structure of the Company stands asunder:

Particulars No of Shares Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each 5500000 55000000
Total 5500000 55000000
Issued and Subscribed Capital
Equity Shares of Rs. 10/- each 5215400 52154000
Total 5215400 52154000
Paid up Share Capital
Equity Shares of Rs. 10/- each 4319100 43191 000
Add: Forfeited Shares (Originally Paid Up) 4481500
Total 4319100 47672500

Depository System:

As the members are aware the Company's Equity shares are compulsorily tradable inelectronic form. As on 31st March 2021 72.99% of the Company's total paid-up equitycapital representing 4319100 Equity shares is in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 mandatethat the transfer except transmission and transposition of securities shall be carriedout in dematerialized form only with effect from 1stApril 2019. In view of thenumerous advantages offered by the Depository system as well as to avoid frauds membersholding shares in physical mode are advised to avail of the facility of dematerializationfrom either of the depositories. The Company has directly as well as through its RTAsent intimation to shareholders who are holding shares in physical form advising them toget the shares dematerialized. During the year Company has not issued any equity shareswith differential rights or any sweat equity shares.

7. DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES: Board Meetings:

The Board of Directors met Eight (8) times during the financial year and the detailsof the meeting are as follows:

Sr. No Date of Meeting Attendance of Directors
1. June 27 2020 All directors were present
2. September 07 2020 All directors were present
3. September 14 2020 All directors were present
4. October 06 2020 All directors were present
5. November 10 2020 All directors were present
6. January 02 2021 All directors were present
7. February 10 2021 All directors were present
8. March 17 2021 All directors were present

The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.

As per Schedule IV of the Companies Act 2013 a separate meeting of IndependentDirectors without the attendance of Non- Independent Directors was held on February 102021 to discuss the agenda items as required under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 The IndependentDirectors reviewed the performance of non- independent directors and the Board as whole reviewed the performance of the Chairperson of the Company taking into account the viewsof executive and non executive directors and assessed the quality quantity and timelinessof flow of information between the Company Management and the Board that is necessary forthe Board to effectively and reasonably perform their duties. The Independent Directorsexpressed their satisfaction with overall functioning and implementations of theirsuggestions.

Committees' Meetings:

The Audit Committee and Stakeholder Relationship Committee met four (4) times duringthe financial year and the details of the meeting are as follows:

Sr.No Date of Committee Meeting Attendance of Chairman/Member
1. June 27 2020 Chairman & all other Members were present.
2. September 14 2020 Chairman & all other Members were present.
3. November 10 2020 Chairman & all other Members were present.
4. February 10 2021 Chairman & all other Members were present

The Nomination & Remuneration Committee met three (3) times during the financialyear and the details of the meeting are as follows:

Sr.No Date of Committee Meeting Attendance of Chairman/Member
1. September 14 2020 Chairman & all other Members were present.
2. January 02 2021 Chairman & all other Members were present.
3. March 17 2021 Chairman & all other Members were present.

Committees' Composition:

The compositions of Audit Committee Stakeholder Relationship Committee &Nomination & Remuneration Committee as on 31st March 2021 are as follows:

Name Chairman/Member
Smt. Shivangi Irfanali Vakil Chairman
Smt. Vidhi S. Savla Member
Shri Ketanbhai H. Sanghvi Member
The composition of Share Allotment Committee is as follows:
Name Chairman/Member
Shri Ketanbhai H. Sanghvi Chairman
Shri Bharat Jethalal Suthar Member
Smt. Arpita Shah Member

8. RBI GUIDELINES:

The Company has complied with all the applicable regulations of the Reserve Bank ofIndia (RBI) in addition to this the Company has fully implemented the Reserve Bank ofIndia's Fair Practice Code.

9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT: CorporateGovernance:

Pursuant to Regulation 15 of Securities and Exchange Board of India (ListingObligations and Disclosure

Requirements) Regulations 2015 [‘SEBI(LODR)] Corporate Governance provisions asspecified is not applicable to the Company since the paid up share capital of the companyand the net worth is below the threshold limits prescribed under SEBI (LODR).

Management Discussion and Analysis Report:

In terms of the Regulation 34(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis is set out in theAnnual Report as [Annexure- A]

10. SUBSIDIARIES JOINT VENTURES & ASSOCIATES:

During the year under review the Company does not have any Subsidiaries Joint Ventureand Associates.

11. DEPOSITS:

In terms of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 during the financial year your Company has notaccepted any public deposits or no amount of principal or interest was outstanding as ondate of the Balance Sheet.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THEEND

OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments which is affecting the financialposition of the Company which have occurred between April 01 2021 and the date on whichthis Report has been signed.

13. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL

PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separating its functions of governance andmanagement. As on March 31 2021 the Board consists of Four (4) members of whom (1) oneis the Managing Director (1) one is the Additional Non-executive Director and (2) Two isIndependent Director. The Board periodically evaluates the need for change in itscomposition and size. The policy of the Company on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under Sub Section (3) of Section 178of the Companies Act 2013 adopted by the Board is available on our website. We affirmthat the remuneration paid to the directors is as per the terms laid out in the nominationand remuneration policy of the Company.

14. IMPACT OF NOVEL COVID-19 PANDEMIC:

The year under review has been one of the most challenging years for your Company. TheCOVID-19 pandemic outbreak which began in the middle of March 2020 continued to impact theeconomy throughout the financial year 2020-21. The year was full of uncertainties withlowdown in activities on the ground. The world was introduced to the new normal oflockdowns containment zones work from home with restricted movements of people andgoods. Your Company has been strictly adhering to lockdown announcements in accordancewith the directives issued by the Central State Government and Local Administration. TheCompany is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. It is focused on controlling costs maintainingliquidity and closely monitoring to the operations. The Company carries shares andsecurities in its books. The effect of mark to market profit / losses thereon has beentaken into account in the Statement of Profit and Loss for the year. The Company believesthat it has taken into account the impact of known events arising out of COVID 19 pandemicin the preparation of financial results resulting out of fair valuation of theinvestments. The Company has not faced any material adversity of its financial position asat 31 March 2021 and considering other relevant facts and circumstances existing as ofthat date; the Company does not anticipate any material uncertainties which affect itsliquidity position and also ability to continue as a going concern. However the impact ofthe global health pandemic may differ from that estimated as at the date of approval ofthe financial results and the Company will continue to closely monitor any materialchanges to future economic conditions.

15. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in [Annexure- B] thatforms part of this Board Report. There are no employee drawing salary as prescribed underSection 197 of the Companies Act 2013 read with rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

16. HUMAN RESOURCES:

The well disciplined workforce which has served the company for more than three decadeslies at the very foundation of the company's major achievements and shall well continuefor the years to come. The management has always carried out systematic appraisal ofperformance and imparted training at periodic intervals. The company has always recognizedtalent and has judiciously followed the principle of rewarding performance.

17. LISTING OF SHARES:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE)with scrip code No. 532056. The Company confirms that the annual listing fees to the stockexchanges for the financial year 2021-2022 have been paid.

18. DIRECTORS:

Appointment:

During the year under review pursuant to the provisions of the Companies Act 2013("Act") Smt. Vidhi Shail Savla (DIN: 09107866) was appointed as an AdditionalDirector (Non-Executive Non-Independent) and to hold office upto the date of ensuingAnnual General Meeting by passing of board resolution at the meeting of the board ofdirectors held on 17th March 2021.

Re-appointments:

Pursuant to the provisions of the Companies Act 2013 ("Act") Smt. VidhiShail Savla (DIN: 09107866) was appointed as an Additional Director to act as aDirector(Non-Executive Non-Independent) and to hold office upto the date of ensuingAnnual General Meeting. Smt. Vidhi Shail Savla (DIN: 09107866) is eligible for appointmentas a Director(Non-Executive Non-Independent). Pursuant to the provisions of the Actbased on the recommendation of the Nomination and Remuneration Committee and subject toapproval of Reserve Bank of India and/or any other applicable statutory authority theBoard recommends for the approval of the Members through a Special Resolution in the 27thAnnual General Meeting appointment of Smt. Vidhi Shail Savla (DIN: 09107866) as aDirector( Non-Executive Non-Independent).

Resignations:

During the financial year Shri Parasbhaibhai Shantilal Savla (DIN - 00145639)from thepost of Director(Non-Executive Non-Independent) has been resigned from the Company witheffect from 17th March 2021 on personal grounds and certain pre-occupations.

The Board expressed its sincere appreciation for the valuable contribution made by ShriParasbhaibhai Shantilal Savla as the Non-Executive and Non-Independent Director of theCompany.

Directors Retire by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company Shri Manoj S. Savla (DIN: 01529306) Director of the Companyis liable to retire by rotation at the ensuing AGM and being eligible offered himself forreappointment. Appropriate resolution for his re-appointment is being placed for yourapproval at the ensuing AGM. The brief resume of Shri Manoj S. Savla together with otherrelated information has been detailed in the Notice of AGM which is forming part of theAnnual Report.

Your Directors recommend his re-appointment on the board of your Company.

Independent Directors:

The terms and conditions of appointment of Independent Director are in accordance withthe applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and also as per the provisions of the Companies Act 2013("Act") read with Schedule IV to the Act. Your Company has received annualdeclarations from all the Independent Director of the Company under sub - section (7) ofsection 149 confirming that they meet with the criteria of Independence as provided inSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and there has been no change inthe circumstances which may affect their status as Independent Director during the year.In the opinion of Board all the Independent Directors are persons of integrity andpossess relevant expertise and experience including the proficiency.

Familiarization Program for Independent Directors:

At the time of the appointment of an Independent Director the Company issues a formalletter of appointment outlining his/her role function duties and responsibilities.Further the Independent Directors are introduced with the corporate affairs newdevelopments and business of the Company from time to time. The Familiarization program isalso available on the website of the Company www.adinatheximresources.com.

19. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Companies Act 2013 Shri ManojbhaiShantilal Savla Managing Director Shri Bharat Jhethalal Suthar Chief Financial Officerand Ms. Shilpa Sharma (resigned as Company Secretary and Compliance officer of the Companyw.e.f. 02nd January 2021) and Ms. Arpita Shah Company Secretary and Compliance officer(appointed w.e.f. 02nd January 2021) are the Key Managerial Personnel of your Company.

Appointment and Resignation of KMPs:

The Board had its meeting held on January 02 2021 appointed Ms. Arpita Shah asCompany Secretary/Compliance Officer/Nodal Officer and whole time Key Managerial Personnelof the Company w.e.f. closing business hours of January 01 2021 in place of CS. ShilpaSharma.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134[3][c] of the Companies Act 2013 in relation to the financialstatements of the Company for the year ended 31st March 2021 the board of Directorsstate that:

a) in preparation of the annual financial statements the applicable accountingstandards have been followed along with proper explanations relating to materialdepartures if any

b) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as on March 31 2021 and of the profit of the Companyfor the year ended on that date

c) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for prevention and detection of fraud and other irregularities

d) the annual financial statements have been prepared on going concern basis

e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively and

f) the systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

21. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31 2021 is available on the website ofthe Company i.e. www.adinatheximresources.com pursuant to the provisions of Section 92read with Section 134 of the Companies Act 2013 and rules made there under.

22. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as consequences ofviolation. The Policy has been formulated to regulate monitor and ensure reporting ofdeals by the employees and to maintain the highest ethical standards of dealing in theCompany's Shares. The code is also available on the website of the Companywww.adinatheximresources.com. The Company has adopted the amended Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of theSEBI (Prohibition of Insider Trading) Regulation 2015 (as amended). The same has beenfiled with the BSE Limited and also uploaded on the websiteof the Company.

23. RELATED PARTY TRANSACTIONS:

All contracts/arrangement/transactions entered into by the Company during the FinancialYear with related parties were on an arm's length basis and were in the ordinary course ofbusiness and were placed before the audit committee for their approval whereverapplicable.

Your Company had entered into transactions with related parties which could beconsidered material in terms of Section 188 of the Companies Act 2013. Accordingly thedisclosure of related party transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC-2 is as attached in [Annexure- C].

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMETS:

Your Company being a registered NBFC under Section 45IA of the Reserve Ban k of IndiaAct 1934 the Company has given loan as per RBI norms. The Company has not provided anyguarantees as laid under Companies Act 2013. The Company has made investment under theprovisions of Section 186of Companies Act 2013 and RBI Regulations. The said details aregiven in the notes to the Financial Statements.

25. RISK MANAGEMENT:

The Company manages and monitors on the principal risks and uncertainties that canimpact its ability to achieve its objectives. Pursuant to section 134 (3) (n) of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The company has framed Risk Management Policy. At present the companyhas not identified any element of risk which may threaten the existence of the company. Awell-defined risk management mechanism covering the risk mapping and trend analysis riskexposure potential impact and risk mitigation process is in place. The objective of themechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks. The Company has formally framed aRisk Management Policy to identify and assess the key risk areas monitor and reportcompliance and effectiveness of the policy and procedure.

Discussion on risks and concerns are covered in the Management Discussion and AnalysisReport which forms part of this Annual Report.

26. BOARD EVALUATION:

The Company has devised a formal process for annual evaluation of performance of theBoard its Committees and Individual Directors ("Performance Evaluation") whichinclude criteria for performance evaluation of non-executive directors and executivedirectors as laid down by the Nomination and Remuneration Committee and the Board ofDirectors of the Company. It covers the areas relevant to the functioning as IndependentDirectors or other directors member of the Board or Committee of the Board. TheIndependent Directors carried out annual performance evaluation of the Chairman andExecutive Directors. The Board carried out annual performance evaluation of its ownperformance. The performance of each Committee was evaluated by the Board based on reporton evaluation received from respective Committees.

27. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to give information relating Corporate SocialResponsibility as the Company does not fall under the applicable threshold limit mentionedunder section 135 of the Companies Act 2013.

The Company is striving to make good profit in the coming years and the Board ofDirectors of the Company assures to contribute funds in future.

28. AUDITORS AND AUDITORS' REPORT: Statutory Auditors and their Report:

M/s Dhirubhai Shah & Co. LLP Chartered Accountants Ahmedabad [Firm RegistrationNo. 102511W/W100298] were appointed as Statutory Auditors of the Company for a term of 5(five) consecutive years at the Annual General Meeting held on June 12 2017 subject toratification of their appointment by the Shareholders at every Annual General Meeting. TheMinistry of Corporate Affairs vide its Notification dated May 7 2018 had dispensed withthe requirement of ratification of appointment of Statutory Auditors by the Shareholdersat every Annual General Meeting. Hence the resolution relating to ratification ofappointment of Statutory Auditors is not included in the Notice of the ensuing AnnualGeneral Meeting of the Company to be held on 20th September 2021. TheStatutory Auditors have given a confirmation to the effect that they are eligible tocontinue with their appointment and have not been disqualified in any manner fromcontinuing as Statutory Auditor vide their letter dated July 01 2021. The remunerationpayable to the Statutory Auditor shall be determined by the Board of Directors based onthe recommendation of the Audit Committee. The Notes on financial statement referred to inthe Auditors' Report are self-explanatory and do not call for any further comments. TheAuditors' Report does not contain any qualification reservation adverse remark ordisclaimer

Secretarial Auditors and their Report:

Pursuant to provisions of section 204 of the Act and the Companies [Appointment andRemuneration of

Managerial Personnel] Rules 2014 the Board has appointed M/s Shilpi Thapar &Associates a firm of Company Secretaries in Whole-time Practice to undertake theSecretarial Audit of the Company for the financial year 2020-21. The Secretarial AuditReport in the form "MR-3" is annexed herewith as [Annexure- D].

Apart from the below mentioned qualification marked in the Audit report the auditorreport does not contain any reservations adverse remarks or disclaimers.

The Company has appointed Ms. Vidhi Savla as an Additional (Non Executive NonIndependent) Director on 17th March 2021. Unintentionally The Board took noteof the same and commented the Company has already taken a declaration from her dated 17thMarch 2021 vide BSE circular dated 20.06.2018 that she is not been debarred ordisqualified from being appointed as a Director of Company by the Securities and ExchangeBoard of India (SEBI) Ministry of Corporate Affairs (MCA) or any such statutoryauthority. By unfortunate and unintentionally the Company was not intimate the same toBSE. Apart from that Secretarial auditor report does not contain any reservationsadverse remarks or disclaimers.

Internal Auditors:

The Board has appointed M/s S M Singh and Associates. Chartered Accountant (FRN:134777W) as an Internal Auditors of the Company for F.Y 2020-21.

29. EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATION OR

ADVERSE REMARKS OR DISCLAIMERS:

The Notes on financial statements referred to in the Auditors' Report read togetherwith relevant notes thereon are self explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.

30. FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN

THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013.

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The information required under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 with respect to the information on conservation ofenergy technology absorption and foreign exchange earnings and outgo are set out herewithas [Annexure- E] and form an integral part to this Report.

32. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and hasestablished a vigil mechanism for its Directors Employees and Stakeholders associatedwith the Company to report their genuine concerns. The Vigil Mechanism as envisaged inSection 177 of the Companies Act 2013 is implemented through the Whistle Blower Policyto provide for adequate safeguards against victimization of persons who use such mechanismand make provision for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within the Company andhas also been posted on the Website of our Company.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees.

But though the Company does not have more than 1 number of female employee andsubjected to the provisions of the Section 2 of The Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 the Internal ComplaintsCommittees (ICC) cannot be constituted due to the lack of number of female employees.Therefore the Company has organized an awareness programme for the female employees inrespect to spread the awareness of this Act and has informed them to file any complaint ofSexual harassment caused at workplace to the Local Complaints Committee (LCC) Constitutedin every District as per the provision of Section 5 of The Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.

The following is a summary of sexual harassment complaints received and disposed offduring the year.

No. of complaints received. - NIL

No. of complaints disposed off Not Applicable

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with itsactivities. The details in respect of internal control and their adequacy are included inthe Management and Discussion and Analysis which forms integral part of this report. TheReport on the Internal Financial Control under Clause (i) of sub section 3 of Section 143of the Companies Act 2013 is forming part of the financial statement for the year underreview.

35. DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE

ACCOUNT:

During the year under review no shares were held in demat suspense account orunclaimed suspense account of the Company.

36. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

INPACTING THE GOING CONCERN STATUTS OF THE COMPANY:

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

37. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings ofthe Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

38. OTHER DISCLOSURES:

Maintenance of cost records and requirement of cost Audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable to the businessactivities carried out by the Company.

There are no proceedings initiated/pending against your Company under the Insolvencyand Bankruptcy Code 2016 which materially impact the business of the Company.

During the Year under the review Company has not taken loan from the Banks orFinancial Institutions. Hence the details of difference between amount of the valuationdone at the time of one time settlement and the valuation done while taking loan from theBanks or Financial Institutions is not applicable.

39. ANNEXURES:

The lists of annexures forming part of the Board Report are as follows:

Name of the Annexure Annexure No.
Management Discussion and Analysis Report

A

Ratio of the remuneration of each director to the median employee's remuneration

B

Related Party Transactions (AOC-2)

C

Secretarial Audit Report

D

Conservation of Energy Technology Absorption And
Foreign Exchange Earnings And Outgo

E

40. APPRECIATION:

Your Directors wish to place on record their appreciation for the continued supportreceived from stakeholders and associates of the Company.

By Order Of The Board
Sd/- Sd/-
(Manoj S.Savla) (Vidhi S. Savla)
ManagingDirector Additional Director
DIN:01529306 DIN: 09107866
Date : August 13 2021
Place : Ahmedabad

.