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Ahimsa Industries Ltd.

BSE: 532594 Sector: Industrials
NSE: AHIMSA ISIN Code: INE136T01014
BSE 05:30 | 01 Jan Ahimsa Industries Ltd
NSE 05:30 | 01 Jan Ahimsa Industries Ltd

Ahimsa Industries Ltd. (AHIMSA) - Director Report

Company director report

To

The Members

AHIMSA INDUSTRIES LIMITED AHMEDABAD

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019

1. FINANCIALRESULTS

Particulars 2018-19 (In Rs) 2017-18 (In Rs)
Total Revenue 377306944.84 960173183.76
Total Expenditure 374143706.81 947505505.09
Profit /(Loss) Before Tax 3163237.03 12667678.67
Less: Current Tax (12667682) (5286847.00)
Deferred Tax 260152.91 877159.00
Profit /(Loss) after Taxation 2145646.94 8257990.67
Balance carried to Balance Sheet 2145646.94 8257990.67

2. REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

The total income during the year has decreased from Rs. 960173183.76 to377306944.84 (approx.61 %) over the last year and Total expenditure of the Company isRs. 374143706.81. The Profit before provision of Tax is Rs. 31 632 38.03. The CompanyCurrent Income Tax during the year is Rs. 1277744. Deferred tax for the year under reviewis Rs. (260152.91). The net Profit of the Company is Rs. 2145646.94 for the year underreview.Net profit of the company decreases as compare to previous year.

Though revenue from operations decreased during the year gross and net profit of theCompany decreased during the year under review. The main reason for decrease in gross andnet profit is decrease in total expenses of the company.

Your directors will assure to put their efforts for growth of the company.

Your Directors hope for better results next year.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There are no Material changes in nature of business during the year.

4. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review

5. TRANSFER TO RESERVES

During the current financial year our Company's net profit was Rs. 2145646.94 asagainst the profit of Rs.8257994 in P.Y. 2017-18. Your Directors have transferred wholeamount of Profit Rs.2145646.94 to Reserve for strengthen the financial position of theCompany in nearest future.

6. SHARE CAPITAL

A) ISSUE OF EQUITY SHARE WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the yearunder review.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C) BONUS SHARES

No Bonus Shares were issued during the year review.

D) EMPLOYEE STOCK OPTION

During the year there is no employee stock option scheme approved.

7. DETAILS OF SUBSIDIARY/JOINTVENTURES/ ASSOCIATE COMPANIES:

There is no subsidiary /joint venture or Associate Companies within the meaning ofSection 2(6) of the Companies Act 2013.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis report as required under regulation 34 andSchedule V of SEBI (Listing Obligations and Discloser Requirements)

Regulations 2015 forms and integral part of this report and provides overview of thebusiness and operations of the Company.

9. PUBLIC DEPOSITS:

There were no public deposits accepted during the financial year or any amount ofprincipal or interest was outstanding in terms of sections 73 and 74 of companies Act2013 read with the companies (Acceptance of Deposits) Rules 2014 for the financial yearended on 31st March 2019.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATESAND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.

11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of yourCompany. The salient aspects covered in the Nomination and Remuneration Policy coveringthe policy on appointment and remuneration of Directors including criteria for determiningqualifications positive attributes independence of a director and other matters. Thesame has been uploaded on website of the Company www.ahimsa.in. Salient feature of thePolicy as follows:

(i) APPOINTMENT & QUALIFICATION:

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment. The Committee has discretion todecide whether qualification expertise and experience possessed by a person aresufficient or satisfactory for the concerned position.

b) The Company shall not appoint or continue the employment of any person as Whole-TimeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice.

(ii) TERM/TENURE:

a) Managing Director/ Whole-Time Director:

The Company shall appoint or re-appoint any person as its Managing Director orWhole-Time Director for a term not exceeding five years at a time. No reappointment shallbe made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a SpecialResolution by the Company and disclosure of such appointment in the Board's report. NoIndependent Director shall hold office for more than two consecutive terms of up tomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.

(iii) REMOVAL:

Due to reasons for any disqualifications mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

(iv) RETIREMENT:

The Directors KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company.

(v) EVALUATION:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

(vi) POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

a) Remuneration to Managing Director Whole-Time Director Executive Key ManagerialPersonnel and Senior Management Personnel: The Remuneration/ Compensation/ Commission etc.to be paid to Director/Managing Director etc. shall be governed as per provisions of theCompanies Act 2013 and rules made there under or any other enactment for the time beingin force.

b) Remuneration to Non-Executive/ Independent Director: The Non-Executive IndependentDirector may receive remuneration/ compensation/commission as per the provisions of theCompanies Act 2013. The amount of sitting fees shall be subject to limits as providedunder the Companies Act 2013 and rules made there under or any other enactment for thetime being in force and as may be decided by the Board in consultation with Non-Executive/Independent Director. Provided that Non-Executive Independent Directors are not eligiblefor any Stock Option.

(vii) REVIEW AND AMENDMENT:

The Nomination and Remuneration Committee or the Board may review the Policy as andwhen it deems necessary. This Policy may be amended or substituted by the Nomination andRemuneration Committee or by the Board as and when required and also by the ComplianceOfficer where there is any statutory changes necessitating the change in the policy.

12. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process.We believe that a truly diverse Board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board diversity policy which sets out the approach to diversity ofthe Board of Directors.

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

APPOINTMENT AND RESIGNATION

The Board of Directors at their meeting held on 09th of August 2018 has appointed Mr.Deep Kiritkumar Trivedi (DIN: 08176458) as an additional director of the Company and hisappointment is also approved by the Shareholders in the 23rd Annual General meeting of theCompany dated on 06th of September 2018 and Mr. Kiritkumar Harishankar Trivedi (DIN:07506870) resigned as a director from the company with effect from 8th August 2018.

RE- APPOINTMENT

Retirement by rotation and subsequent re-appointment

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 Mr. Deep Kiritkumar Trivedi (DIN: 08176458) Director of theCompany is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at theensuing Annual General Meeting. The brief resume of Mr. Deep Kiritkumar Trivedi (DIN:08176458) and other related information has been detailed in the Annual Report..

Re-appointment of Independent Directors

Pursuant to Section 149 of the Companies Act 2013 should be read along with Rule 4 andRule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 Mr.Ashish Navnitlal Shah (DIN: 00089075) and Mr. Bhadresh Arvindbhai Trivedi (DIN: 07218969)are reappointed as a independent directors of the company.

CHANGES IN KEY MANAGERIAL PERSONNEL

• The Company has taken note of the resignation given by Ms. Falak R. Parikh(Membership No. A52579) as Company Secretary and Compliance Officer of Company as on 15thApril 2019.

• The Company has appointed Ms. Rashmi J. Patel (Membership No. A46687) as CompanySecretary and Compliance Officer of Company in the meeting of Board of Directors held on29th May 2019. Re-appointment of Ashutosh Gandhi as Managing Director and Sneha A. Gandhias Whole time Director.

• Pursuant to provision of Section 197 of Companies Act 2013 read with Rule 3 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr.Ashutosh Damubhai Gandhi (DIN: 00654563) and Mrs. Sneha Ashutosh Gandhi (DIN: 00654675)reappointed as Managing Director and Whole time Director respectively.

14. ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.

In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

15. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act 2013 confirming that they meet the criteria of independenceas prescribed under Section 149(6) of Companies Act 2013 read with the Schedules andRules issued there under as well as under Regulation 16(b) of the Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

16. 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 employees and to maintain the highest ethical standards of dealing in Company'sShares.

The Insider trading policy of the Company covering the code of practices and proceduresfor fair Disclosures of unpublished price sensitive information and code of conduct forthe prevention of Insider Trading is available on the website www.ahimsa.in.

17. COMMITTEES OF THE BOARD:

As on 31st March 2019 the Board of Directors has following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder's Relationship Committee

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013 and as per Regulation 18 of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015. The composition of AuditCommittee is given below:

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

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

• Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.

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

• Reviewing with the management the annual financial statements beforesubmission to the Board for approval with particular reference to:

a) Matters required being included in the Directors Responsibility Statement to beincluded in the Board's Report in terms of Clause C of sub-section 3 of Section 134 of theCompanies Act 2013.

b) Changes if any in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgment bymanagement.

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.

g) Qualifications in the draft audit report.

• Reviewing with the management the half yearly and annual financial statementsbefore submission to the board for approval.

• Reviewing with the management the statement of uses / application of fundsraised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purpose other than those stated in the offer document /prospectus / notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter.

• Reviewing with the management performance of statutory and internal auditorsadequacy of internal control systems.

• Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingdepartment reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors on any significant findings and follow upthere on.

• Reviewing the finding of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Discussion with the statutory auditors before the audit commences about thenature and scope of audit as well as post-audit discussion to ascertain any area ofconcern.

• To look into the reasons for substantial defaults in the payment to thedepositors debenture holders share holders (in case of nonpayment of declared dividends)and creditors.

• To review the functioning of the Whistle Blower mechanism in case the same isexisting.

• To overview the Vigil Mechanism of the Company and took appropriate actions inthe case of repeated frivolous complaints against any Director or Employee

MEETINGS HELD AND ATTENDANCE

During the Financial year 2018-19 four meetings were held on 29/05/2018 09/08/201813/09/2018 and 05/03/2019. The attendance records of the members are as follows.

Mr. Ashish N. Shah (DIN: 00089075) is chairman of Audit Committee.

Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Ashish N. Shah Independent & Non- Executive Director 4 4
Mr. Bhadresh A. Trivedi Independent & Non- Executive Director 4 4
Mr. Kiritkumar H. Trivedi Non-Executive Director (resigned) 1 1
Mr. Deep K. Trivedi Non Executive Director 3 3

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of Section 178 of the Companies Act 2013 and as per Regulation 19 of theSEBI (Listing Obligation and Disclosure Requirements) 2015.

The composition of Nomination & Remuneration Committee is given below:

Name of Director Status Nature of Directorship
Mr. Ashish Navnitlal Shah Chairman Independent Non- Executive Director
Mr. Bhadresh Arvindbhai Trivedi Member Independent Non- Executive Director
Mr. Kirit H. Trivedi Resigned Non Executive Director
Mr. Deep K. Trivedi Member Non Executive Director

The terms of reference of the Nomination and Remuneration Committee are as under:

• To recommend to the Board the remuneration packages of the Company'sManaging/Joint Managing/Whole time /Executive Directors including all elements ofremuneration package (i.e. salary benefits bonuses perquisites commissionincentives stock options pension retirement benefits details of fixed components andperformances linked incentives along with the performance criteria service contracts.notice period severance fees etc.);

• To be authorized at its duly constituted meeting to determine on behalf of theBoard of Directors and on behalf of the shareholders with agreed terms of reference theCompany's policy on specific remuneration packages for Company's Managing/JointManaging/Whole time /Executive Directors including pension rights and any compensationpayment;

• Such other matters as May from time to time are required by any statutorycontractual or other regulatory requirements to be attended to by such committee.

MEETINGS HELD AND ATTENDANCE

The members of Nomination and Remuneration Committee met 4 times during the year on09/04/2018 09/08/2018 13/11/2018 and 05/03/2019 as per provisions of Section 178 of theCompanies Act 2013 and applicable provisions.

Mr. Ashish N. Shah (DIN: 00089075) is chairman of Nomination and RemunerationCommittee.

Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Ashish N. Shah Independent & Non- Executive Director 4 4
Mr. Bhadresh Trivedi A.Independent & Non- Executive Director 4 4
Mr. Kiritkumar Trivedi H.Non-Executive Director (resigned) 1 1
Mr. Deep K. Trivedi Non Executive Director 3 3

Details of Remuneration paid to all the Directors the details of remuneration paid tothe Directors of the Company during the financial year 2018-19 are as under:

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with theprovisions of Section 178 of the Companies Act 2013 and as per Regulation 20 of the SEBI(Listing Obligation and Disclosure Requirements) 2015. The composition of StakeholderRelationship Committee is given below:

Name of Director Status Nature of Directorship
Mr. Bhadresh Arvindbhai Trivedi Chairman Independent Non- Executive Director
Mr. Ashish Navnitlal Shah Member Independent Non- Executive Director
Mr. Deep K. Trivedi Member Non Executive Director

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

• Redressal of shareholders'/investor's complaints;

• Reviewing on a periodic basis the Approval of Transfer or transmission ofshares debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/consolidation/renewal;

• Non-receipt of declared dividends balance sheets of the Company; and

• Carrying out any other function as prescribed under the Listing Compliances.

MEETINGS HELD AND ATTENDANCE

The members of Stakeholder Relationship Committee met 4 times during the year on09/04/2018 29/05/2018 09/08/2018 and 13/11/2018 as per provisions of Section 178 of theCompanies Act 2013 and applicable provisions.

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Stakeholder RelationshipCommittee.

Members Category Meetings held during the tenure of the Directors Meetings Attended
Mr. Ashish N. Shah Independent & Non- Executive Director 4 4
Mr. Bhadresh A. Trivedi Independent & Non- Executive Director 4 4
Mr. Deep K. Trivedi Non-Executive Director 4 4

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 5 times during the year on 09/04/201829/05/2018 09/08/2018 13/11/2018 and 05/03/2019 in respect of which proper notices weregiven and the proceedings were properly recorded signed and maintained in the Minutesbook kept by the Company for the purpose.

The intervening Gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Name of Directors Category Meetings held during the tenure of the Directors Meetings Attended Attendance at the last AGM held on 6th Sept 2018 No. of committee membership in which he/she is a member and Chairperson
Mr. Ashutosh D. Gandhi Promoter / Managing Director 5 5 Yes None
Mrs. Sneha A. Gandhi Whole-time Director 5 5 Yes None
Mr. Ashish N. Shah Independent &Non- Executive Director 5 4 Yes Chairman in two Committees Member in three Committees
Mr. Bhadresh A. Trivedi Independent &Non- Executive Director 5 5 Yes Chairman in one Committees Member in three Committees
Mr. Deep K Trivedi Non- Executive Director 2 2 Yes Member in Three Committees
Mr. Kiritkumar H. Trivedi Non- Executive Director 2 2 Yes Resigned

Independent Directors' Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) ofthe Companies Act 2013 and Regulation 25 of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 a meeting of theIndependent Directors of the Company was held on 29thMay 2018 and 5th March 2019

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Independent DirectorsMeeting.

Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Ashish N. Shah Independent & Non- Executive Director 2 2
Mr. Bhadresh A. Trivedi Independent & Non- Executive Director 2 2

19. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3) (C) read with Section 134 (5) of the Companies Act 2013 inthe preparation of annual accounts for the year ended on 31st March 2019 and state that:

In the preparation of the annual accounts for the year ended March 31 2019 theApplicable accounting Standards have been followed and there are no materials Departuresfrom the same;

I. The Directors had 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 the affairs of the company as at March 31 2019 and of theprofit of the company for the year ended on that date;

II. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theAssets of the company and for preventing and detecting fraud and other irregularities;

III. The Directors had prepared annual accounts on a ‘going concern' basis.

IV. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and V. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively

20. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed there under theextract of the annual return for FY 2019 is given in "Annexure A" which is apart of this report in the prescribed Form No. MGT-9 which is a part of this report. Thesame is available on https://www.ahimsaind.com

21. PARTICULARS OF EMPLOYEES:

During the year under review there was no employee who has drawn remuneration inexcess of the limits set out under section 197 (12) of the Companies Act 2013 read withrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and Disclosures pertaining to remuneration and other details as required underSection 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as "Annexure B''.

22. SEXUAL HARASSMENT

The Company has complied with the provisions relating to the Constitution of InternalComplaints Committee under the Sexual Harassment of Women at

Workplace (Prevention Prohibition and Redressal) Act 2013. There was no case filledor registered with the Committee during the year under the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013. Further Company ensuresthat there is a healthy and safe environment for every women employee at the workplace andmade the necessary policies for safe and secure environment for women employee.

23. COST RECORDS

The Company is required to maintain cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013.

24 . CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding compliance ofthe Conditions of Corporate Governance pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with stock exchanges are annexed here with as"Annexure C''.

25. DISCLOSURE OF ACCOUNTING TREATMENT

These Financial statements of the Company are prepared in accordance with IndiaAccounting Standards ("Ind AS") notified under section 133 of Companies Act2013 read along with Companies (Indian Accounting Standards) Rules 2015 as amended andother relevant provisions of the Act.

26. RISK MANAGEMENT

The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.

The Company through its risk management process aims to contain the risks within itsappetite. There are no risks which in the opinion of the Board threaten the existence ofthe Company.

27. PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

The company has not entered into any material contract or arrangements with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013.

28. PARTICULARS OF LOANS GUARANTEES ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT 2013

The particulars of Loans guarantees or investments made under Section186 are furnishedhere under:

Details of Loans:

Date of making loan Detail of Borrower Amount Purpose for which the loan is to beutilized by it is the given recipient Time period for which Date of Board Resolution Date of Special Resolution (if required) Rate of Interest Expected rate of return
NA

Details of Investments:

Date of investment Details Investee ofAmount Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of Board Resolution Date of Special Resolution required) Expected rate of (ifreturn
NA

Details of Guarantee / Security Provided:

SR No Date of providing security/ guarantee Details ofAmount recipient Purpose for which the security/ guarantee is proposed to be utilized by the recipient Date of Board Resolution Date of Special Resolution (if required) Commission
NA

29. VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriateAvenues to the employees to bring to the attention of the management the concerns aboutany unethical behavior by using the mechanism provided in the Policy. In cases related tofinancial irregularities including fraud or suspected fraud the employees may directlyapproach the Chairman of the Audit Committee of the Company. We confirm that no directoror employee has been denied access to the Audit Committee during FY 2018-19.

The Policy provides that no adverse action shall be taken or recommended against anyemployee in retaliation to his/her disclosure if any in good faith of any unethical andimproper practices or alleged wrongful conduct. This Policy protects such employees fromunfair or prejudicial treatment by anyone in the Company. The same is available on theCompany's Web Site https://www.ahimsaind.com.

30. STATUTORY AUDITORS:

M/s Mistry and Shah (Firm Registration No 122702W)Chartered Accountants Gandhinagarhave been appointed as Statutory Auditors of the Company for a period of 5 years at the21st Annual General Meeting held on 30th June 2016 subject to ratification of theirappointment by the members at every annual general meeting. As required under Regulation33(d) of SEBI(LODR) Regulations 2015 the Auditors have confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia..

AUDITORS'REPORT

The notes on financial statement referred to in the auditor's report are self-explanatory. There is no qualification reservation or adverse remarks or disclaimer madeby the auditors in their report and do not call for any further explanation/comment fromthe board.

31. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) ofSection 143 of Companies Act 2013.

32. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:

There are no qualifications reservations or adverse remarks or disclaimers made by theStatutory Auditor in his report.

33. SECRETARIAL AUDIT REPORT

In terms of section 204 of the Act and Rules made there under Mr. Nitesh P. ShahPracticing Company Secretary Ahmedabad have been reappointed as a Secretarial Auditor ofthe Company in the meeting of Board of Director held on 2nd September.2019.The report ofthe Secretarial Auditor is enclosed as "Annexure- D" to this report. The reportis self-explanatory and do not call for any further comments.

34. INTERNAL AUDIT & CONTROLS

The Company continues to engage M/s M. H. Bhatt & Associates (F.R.N. No. 147560W)Chartered Accountant Ahmedabad as Internal Auditor of the company.

During the year the Company continued to implement his suggestions and recommendationsto improve the control environment. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditor's findings are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.

35. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with itsactivities. The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable Financial disclosures.

36. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and independence of Directors. More details of the same are given in theCorporate Governance Report.

37. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review none of the company have become or ceasedto be subsidiaries joint ventures or associate companies.

38. REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policyand practices. In order to ensure transparent communication of our sustainability effortsto all our stakeholders we have made conscious efforts through technology innovation andeffective communication and transparency.

39. DEPOSITS

The Company has neither accepted/invited any deposits u/s 73 to 76 of the CompaniesAct 2013 during the period.

40. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO.

Information in accordance with the provisions of Section 134 read with the Companies(Accounts) Rules 2014 regarding conservation of energy and technology absorption arefurnished hereunder in "Annexure E."

41. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting the industrialrelations were cordial.

42. CEO & CFO CERTIFICATION:

Certificate from Mr. Shrenik Khatwala Chief Financial Officer and Mr. Sanjay AgrawalChief Executive Officer pursuant to Regulation 17(8) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for the financial year 2018-19 was placedbefore the Board of Directors of the Company at its meeting held on May 29 2019.

43. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record the appreciation of thevaluable contribution and dedication shown by the employees of the Company RTA Auditorsand Practicing Company Secretary which have contributed to the successful management ofthe Company's affairs.

The Directors also take this opportunity to thank all the stakeholders InvestorsClients Banks Government Regulatory Authorities and Stock Exchange for their continuedsupport.

By Order of the Board of Directors
AHIMSA INDUSTRIES LIMITED
Ashutosh Damubhai Gandhi
Place: Ahmedabad Managing Director
Date: 02/09/2019 DIN: 00654563
Sneha Ashutosh Gandhi
Place: Ahmedabad Whole time Director
Date: 02/09/2019 DIN: 00654675