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Aditri Industries Ltd.

BSE: 534707 Sector: Industrials
NSE: N.A. ISIN Code: INE636N01016
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VOLUME 100
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Aditri Industries Ltd. (ADITRIINDUSTRIE) - Director Report

Company director report

2019-20

TO

THE MEMBERS

ADITRI INDUSTRIES LIMITED

Your Directors are pleased to present the 25th Annual Report and theCompany's Audited Financial Statements for the financial year ended March 31 2020.

1. FINANCIAL RESULT

The Summarized performance of the Company for the financial years 2019-20 and 2018-19is given below:

(Rs. In Lakh)

Particulars 31.03.2 020 31.03.201 9
Revenue from Operations 0.00 169.82
Other Income 0.19 0.26
Total Revenue 0.19 170.07
Total Expenditure 43.15 197.45
(including Change in Inventories) -42.95 -27.38
Profit Before Tax
Less: Tax expense/ 0.00 0.00
Deferred tax liability
Profit after Tax -42.95 -27.38
Earnings Per Share -0.34 -0.22

2. OPERATIONAL OVERVIEW

For the year ended 31st March 2020 your Company has reported total revenueand net profit after taxation of Rs.0.19/- Lakh and Rs. -42.95/- Lakh respectively ascompared to last year's total revenue and net profit after taxation of Rs.170.07 Lakh andRs. -27.38/- Lakh respectively. Directors are striving hard to improve the performance ofthe Company.

3. SHARE CAPITAL & RESERVES

• Authorized & paid up capital

The Authorized and paid up equity share capital of the Company as on March 31 2020 wasRs.1250.00 Lakh and Rs.1246.96 Lakh. During the year under review the Company has notissued shares with differential voting rights nor granted stock options or sweat equityshares. As on 31st March 2020 none of the Directors of the Company hold convertibleinstruments in the Company.

• Reserves

The Company has not transferred any portion of profits to General Reserve Account forthe financial year.

4. DIVIDEND

Your Directors do not recommend any dividend during the year under review.

5. RECLASSIFICATION OF PROMOTER/PROMOTER GROUP

The Company had received application for reclassification from Ravi Bhandari HUFLolipop Fashions Private Limited and Mr. Ravi Bhandari the promoters of the Company on 24thJune

2019 for Reclassification from "Promoter category" to "PublicCategory" and holding NIL shares in the Company.

Pursuant to Regulation 31A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended the said matter was approved by the members atthe 24th Annual General Meeting of the Company held in 2019 and the Company hasmade the application to the Bombay Stock Exchange Limited (BSE) and Metropolitan StockExchange Limited (MSEI) seeking approval for reclassification.

The Application of Reclassification of status of Promoters to Public Category has beenrejected by BSE Ltd vide it's E-mail dated 30th July 2020 due to followingreason:-

The Company has not made the announcements as required under Regulation 31A(8)(c) ofSEBI (LODR) Regulations 2015.

"(8) The following events shall deemed to be material events and shall bedisclosed by the listed entity to the stock exchanges as soon as reasonably possible andnot later than twenty four hours from the occurrence of the event:

(c) submission of application for re-classification of status as promoter/public by thelisted entity to the stock exchanges."

METROPOLITAN STOCK EXCHANGE OF INDIA LIMITED has also rejected the Application ofReclassification of status of Promoters to Public Category vide it's Email dated 5thAugust

2020.

Further the Company received fresh application for reclassification from Ravi BhandariHUF Lolipop Fashions Private Limited and Mr. Ravi Bhandari the promoters of the Companyon 6th August 2020 for Reclassification from "Promoter category" to"Public Category" and holding NIL shares in the Company which is approved by theBoard on 17th August 2020 Subject to Approval of Members.

6. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT-9 as a part of this Annual Report as ANNEXURE I

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A- Appointments

• Ritu Randhir Pathak was appointed as an additional non-executive director of theCompany w.e.f. 25th April 2019.

• As required under the section 203 of the Companies Act 2013 the board hasappointed Mr. Rafikul Mondal as the Chief Financial Officer (Key Managerial Personnel) ofthe Company with effect from 25 th April 2019.

• As required under the section 203 of the Companies Act 2013 the board hasappointed Ms. Komal Keshwani as the Company Secretary and Compliance Officer (KeyManagerial Personnel) of the Company with effect from 25th April 2019

• Mr. Avik Kumar Mitra was appointed as an additional non-executive director ofthe Company w.e.f 30th May 2019 and was approved by members at the 24thAnnual General Meeting of the Company held on 30th September 2019

• Mr. Vijay Pravinchandra Mehta appointed as an additional non Independent andIndependent Director w.e.f 12th October 2019 subject to the approval bymembers at the ensuing Annual General Meeting of the Company.

• Mr. Aswin Rasiklal Mehta appointed as an additional Independent director of theCompany w.e.f 14th November 2019.

• Mr. Vinaykumar Jain Appointed as Company Secretary and Compliance officer of theCompany w.e.f. 24th August 2020

4- Change in designation

• The Designation of Mr. Aswin Rasiklal Mehta was changed from Non-ExecutiveIndependent Director to Non-Executive Non-Independent Director of the Company w.e.f 20thMarch 2020.

Resignations:

• Mr. Keyur Majmudar resigned from the post of Chief Financial Officer of theCompany with effect from 25 th April 2019.

• Mrs. Sunita Ajay Jain resigned from the post of director of the Company witheffect from 25 th April 2019

• Mr. Keshav Kumar Jha resigned from the post of director of the Company witheffect from 30th May 2019

• Ms. Ritu Randhir Pathak resigned from the post of director of the Company witheffect from 30th May 2019.

• Ms. Komal Keshwani Company Secretary has resigned from the post of the CompanySecretary of the Company w.e.f. 3rd July 2019.

• Mr. Avik Kumar Mitra resigned from the post of director of the Company witheffect from 12th October 2019

• Mr. Aswin R. Mehta has resigned from the post of Non-Executive Non- IndependentDirector of the Company with effect from 17th June 2020.

Re-appointment

Subject to the provisions of section 152(6) of the Companies Act 2013 Mr. KeyurMajmudar Executive Non- Independent Director of the Company retire by rotation at theensuing AGM and being eligible seeks reappointment. The Board recommended herreappointment.

8. CHANGE IN THE NATURE OF THE BUSINESS:

During the year under review there was no change in the nature of the business of theCompany. The Company continues to operate in the same business line.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations ManagementDiscussion & Analysis Report for the year under review in annexed to the AnnualReport as ANNEXURE - II

10. PARTICULARS OF EMPLOYEES

The remuneration drawn by the employees of the Company are within the limit prescribedunder Section 197 read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and there are no employees in the Company who drawsremuneration in excess of the limits prescribed under the Act and law.

11. RELATED PARTY TRANSCATIONS

All related party transactions that were entered into during the financial year were inthe ordinary course of business and were on arm's length basis. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel or any other related party transactions which may have apotential conflict with the interest of the Company at large and thus disclosure in FormAOC-2 is not applicable to your Company. The Board along with the Audit Committee hasformulated Policy on Related Party Transactions; detailed policy is also available atwww.aditriindustries.co.in.

12. DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES /ASSOCIATE COMPANIES

During the year under review there was no holding / Subsidiary Company / JointVentures /Associate Companies.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

As per the provisions of section 186 of the Companies Act 2013 your Company has nottaken any loans or made any investments or guarantees during the year 2019-20

14. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR

The appointment is made pursuant an established procedure which includes assessment ofmanagerial skills professional behavior technical skills and other requirements as maybe required and shall take into consideration recommendation if any received from anymember of the Board.

15. CODE OF CONDUCT

Your Company has adopted a Code of Conduct for its Board Members and Senior Managementpersonnel. The code of conduct has also been posted on the official website of theCompany. The declaration by the Managing Director of the Company regarding compliance withthe Code of Conduct for Board Members and Senior Management is annexed with the CorporateGovernance Report.

16. DIRECTORS' RESPONSIBILITY STATEMENT

i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern basis; and

v. the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and

vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

17. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have given declaration to the Company that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013.

18. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theNomination and Remuneration Committee has laid down the criteria for evaluation of theperformance of Individual Directors and the Board as a whole. Independent Directors alsoevaluated the performance of Non-Independent Directors Chairman and Board as a whole at aseparate meeting of Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

19. BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. During the Financial Year under review theBoard of Directors of the Company met for 9 times. Further details are provided inCorporate Governance Report.

20. COMMITTEES OF THE BOARD

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the said Committees along with their charters composition and meetings heldduring the financial year are provided in the "Report on Corporate Governance"as a part of this Annual Report.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYBETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

Apart from changes as mentioned above Bombay Stock Exchange and Metropolitan StockExchange of India Limited has levied penalty for non-compliance with regulations 6(1) ofSEBI (LODR) Regulation 2015 for the Quarter ended on March2020 Rs. 105020 /- and June2020 amounting to Rs. 107380/- separately by each stock exchange. The penalty for thequarter ended on March 2020 has been duly paid.

Further The Company has received a notice of demand from Metropolitan Stock Exchangeof India (MCX) dated 29th March 2017 for Rs. 3069642/- towards non filing of documentsin time. However the company has paid the said liability during the year.

22. AUDITORS STATUTORY AUDITORS:

M/s. Dangi & Co. Chartered Accountants Kolkata were appointed as the statutoryauditors of the Company at the 24th Annual General Meeting of the Company heldin the year 2019 and shall hold office from the conclusion of 24th AnnualGeneral Meeting to the conclusion of the 28th Annual General Meeting of theCompany to be held in 2026

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

INTERNAL AUDITOR

The internal auditor of the Company has resigned with effect from 14th November 2018.The Company is in process of appointment of internal Auditor.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Ms. AlpanaSethia Company Secretary in practice to undertake Secretarial Audit for the financial year2019-20. The Secretarial Audit Report is annexed herewith in the prescribed form MR-3 as ANNEXURE- III

The explanations /comments made by the Board relating to the qualificationsreservations or adverse remarks made by the Secretarial Auditor are as follows:

According to the information and explanations given to us and the records of theCompany examined by us the Company has not appointed Internal Auditor for the FinancialYear 2019-20.

Board's Reply: The Company is in process of appointment of internal Auditor

According to the information and explanations given to us and the records of theCompany

examined by us Ms. Komal Keshwani has resigned from the post of the Company Secretaryof the Company w.e.f. 3rd July 2019 and the Company has not appointed CompanySecretary in whole time practice in order to fill casual vacancy for the Financial Year2019-20.

Board's Reply: The Company has appointed Mr. Vinaykumar Jain as a Company Secretary andCompliance officer of the Company with effect from 24th August 2020.

23. REPORTING OF FRAUDS BY AUDITORS:

During the year under review the Auditors have not reported any instances of fraudscommitted in the Company by its Officers or Employees to the Audit Committee under Section143(12) of the Companies Act 2013

24. DIRECTORS' QUALIFICATION CERTIFICATE:

In terms of SEBI (LODR) Regulation 2015 a Certificate from Ms. Alpana SethiaPracticing Company Secretary stating that none of the directors on the board of theCompany have been debarred or disqualified from being appointed or continuing as directorof Companies by the Board/Ministry of Corporate Affairs or any such statutory authorityappear as ANNEXURE V to this report.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities the provisionregarding this disclosure is not Applicable.

b) Technology absorption:

There is no specific area in which company has carried out any Research &Development. No technology has been imported as the company does not carry on anymanufacturing activity.

c) Foreign exchange earnings and Outgo

i. Foreign Exchange Earnings : NIL
ii. Foreign Exchange Outgo : NIL

26. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable tothe company.

28. LISTING

The equity shares of the Company are listed with BSE Limited and Metropolitan StockExchange of India Limited. There are no arrears on account of payment of listing fees tothe Stock Exchange.

29. DEPOSITS:

Pursuant to provisions of section 73 74 and 76 of the Companies Act 2013 read withrule 8(5)(v) of Companies (Accounts) Rule 2014 your Company has not accepted or invitedany deposits and there were no unclaimed deposits or interest thereon as on 31stMarch 2020.

30. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls to support thepreparation of the financial statements.

31. COST AUDITORS

The provisions of Cost Audit as prescribed under Section 148 of the Act and the rulesframed there under are not applicable to the Company

32. CORPORATE GOVERNANCE

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed report on Corporate Governance is attached to this report asANNEXURE - IV. The certificate from auditor confirming compliance with theconditions of corporate governance is also attached to the Corporate Governance Report.

33. RISK MANAGEMENT POLICY

The Company has a robust Risk Management Policy which carries out a detailed exerciseto identify evaluate manage and monitor all business risks business risks andopportunities. Meetings of Audit Committee are held to identify Company's various businessand operational risks through strategic actions. The Board also periodically reviews therisks that need to be managed and mitigated to protect the interest of the stakeholdersand to achieve business objectives. The Company's internal control systems arecommensurate with the nature of its business and the size and complexity.

34. REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Act and Rules made there underand Regulation 19 of SEBI (LODR) Regulations the Company's updated Remuneration Policyfor Directors Key Managerial Personnel Senior Management Employees of the Company isuploaded on website of the Company at www.aditriindustries.co.in.

35. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

During the year the Company amended the Insider Trading Policy in line with the SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018. The Corporate Policy onInvestor Relations was amended to make generic language updates. The amended policy isavailable on our website www.aditriindustries.co.in

36. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by

the company. The objective of this Code is to protect the interest of shareholders atlarge to prevent misuse of any price sensitive information and to prevent any insidertrading activity by dealing in shares of the Company by its Directors designatedemployees and other employees. The Company also adopts the concept of Trading WindowClosure to prevent its Directors Officers designated employees and other employees fromtrading in the securities of the Company at the time when there is unpublished pricesensitive information.

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

As per the provisions of Section 134 of the Act the Company has complied with theprovisions relating to Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the year under review no complaint was filed under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and no complaint was pending at the beginning and end of Financial Year 2020.

The Policy for Prevention of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 has been uploaded on the website of the Company atwww.aditriindustries.co.in

38. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE636N01016. As on 31st March 2020 total12469560 equity shares of the Company are listed out of 12469460 shares of the Companyare dematerialized and 100 shares are held in physical form.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application.

40. COMPANY AFFIRMATION OF READINESS TOWARDS COVID-19

India is going through a tough phase of a global pandemic-Novel Corona virus disease(COVID- 19). The Indian government is taking all possible measures to keep a check on thespread of this disease within the country.

Accordingly as a responsible private establishment your Company also took part in themission of social distancing by:

• Putting in place Work from Home Policy (WFH) for the employees of the Company;

• Conduct of meetings through VC telephone computerized & other electronicmeans;

• Strictly adhering to the "Do's and Don'ts" advised by the PublicHealth Authorities;

• Only essential staff are being called on duty with staggered timings to befollowed in order to minimize physical interaction in the Office

• To follow other preventive measures prescribed by the local authorities fromtime

41. ACKNOWLEDGEMENT

The Directors wishes to place on record their appreciation for the valuableco-operation and support received from various Government Authorities Banks / FinancialInstitutions and other stakeholders such as members customers and suppliers amongothers. The Directors also wishes to place on record their appreciation for the sincereservices rendered by employees of the Company at all levels. The Directors also commendthe continuing commitment and dedication of employees at all levels which has been vitalfor the Company's success and also look forward to their continued support in future.

Date: 03.09.2020 by order of the Board of Directors
Place: Ahmedabad For Aditri Industries Limited

 

Sd/- Sd/-
Keyur Majmudar Ritu Majmudar
Chairman & Managing Director Director
DIN:00656071 DIN:00655990