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Ajanta Soya Ltd.

BSE: 519216 Sector: Others
NSE: N.A. ISIN Code: INE601B01015
BSE 00:00 | 19 Apr 73.90 -5.15
(-6.51%)
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NSE 05:30 | 01 Jan Ajanta Soya Ltd
OPEN 79.05
PREVIOUS CLOSE 79.05
VOLUME 11212
52-Week high 89.40
52-Week low 23.95
P/E 6.85
Mkt Cap.(Rs cr) 119
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 79.05
CLOSE 79.05
VOLUME 11212
52-Week high 89.40
52-Week low 23.95
P/E 6.85
Mkt Cap.(Rs cr) 119
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ajanta Soya Ltd. (AJANTASOYA) - Director Report

Company director report

TO THE MEMBERS OF AJANTA SOYA LIMITED

The Directors hereby present their 28th Annual Report on the business andoperations of the Company and the financial accounts for the year ended 31stMarch 2019.

Financial Highlights

(Amount in Lakhs)

Particulars Current Year (2019) Previous Year (2018)
Revenue from operations 69465.36 34604.55
Other Income 101.50 600.42
Profit/(Loss) before exceptional items and tax (281.25) 376.91
Exceptional Items (Net) 441.91 -
Profit/(Loss) before Tax 160.66 376.91
Tax Expense 200.97 282.81
Profit/(Loss) after Tax (40.31) 94.10
Other Comprehensive Income (Net of Tax) 12.21 (18.82)
Total Comprehensive Income (28.10) 75.28
Transfer to Reserve Nil Nil
Reserves and surpluses 2683.48 2723.79
Earning per share (0.25) 0.58

Company Performance

During the year under review total income of the Company was Rs. 69566.86 Lakhs asagainst Rs. 35204.97 Lakhs in the previous year. The total expenses of the Company was Rs.69848.11 Lakhs during the year as compared to Rs. 34828.06 during the previous year. TheCompany had suffered a loss after tax of the year of Rs. 40.31 Lakhs against a profitafter tax of Rs. 94.10 Lakhs in the previous year. During 2017-18 the Company hasinstalled new machinery and recommenced its manufacturing operations in the month ofFebruary 2018. During initial commissioning and stabilisation process and low capacityutilisation the utility cost remained high and secondly as per NGT's directive and byorders of CPCB and RPCB the boiler fuel has been changed from Petcoke to imported coal inSteam Boiler and PNG in Thermosyphons resulting in higher fuel cost. The capacityutilistion has been low in the first year after recommissioning of expanded capacity ofnew plant resulting in higher production costs.

Due to increased fuel cost compounded with lower plant capacity utilisation thecompany has suffered loss in the year under review. Your Directors are putting in theirbest efforts to improve the performance of the Company by increasing the throughput of theplant.

Statement of Company's Affair

The Company is engaged in the business of manufacturing of Vanaspati and Refined Oilwith shortening products (bakery & biscuit). During the year company has produced93636.543 MT of Vanaspati/Refined Oil as against 47627.232 MT in the previous year.

The most popular brands of Vanaspati/refined oil and bakery shortening are"Dhruv" "Anchal" and "Parv" all are which enjoy aconsiderable market share.

Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Reportattached to this report.

Change in nature of Business of the Company

There has been no change in the nature of business of the Company.

Material Changes etc

Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company-31st March 2019 and the date of this Report.

Dividend

Due to loss suffered by the Company your directors regret to declare any dividend forthis year.

Share Capital

The paid up Equity Share Capital as on 31st March 2019 was Rs. 16.10crores. During the year under review the Company has not issued any Shares. The Companyhas not issued shares with differential voting rights. It has neither issued employeestock options nor sweat equity shares and does not have any scheme to fund its employeesto purchase the shares of the Company.

Utilization of Issue Proceeds

During the period under review Company has not raised any funds through preferentialallotment or qualified institutions placement.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 details of Loans Guaranteesand Investments covered under the provisions of Section 186 of the Companies Act 2013 areas under below.

Detail of Investment as on 31st March 2019

Name of Company

(Rs. In Lakhs)*

- DG Estates Pvt Ltd (294500 equity shares of Rs. 10/- each) 137.61
- Dhruv Globals Limited (386050 equity shares of Rs. 10/- each) 185.10
- Ajanta Realtech Pvt Ltd (95000 equity shares of Rs. 10/- each) 129.46

* Fair Value of Investments as per Ind AS. Detail of Guarantee as on 31stMarch 2019

Name of Company

(Rs. In Lakhs)

Guarantee issued in favour of bank on behalf of Dhruv Globals Limited. 7827.00

During the financial year ended 31st March 2019 no Loan u/s 186 of theCompanies Act 2013 was made by the Company.

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year2018-19 in terms of Chapter V of the Companies Act 2013.

Report on Subsidiaries Associates and Joint Venture companies

The Company has no subsidiaries associates and joint ventures companies.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1' whichforms part of this report.

Listing

At present the equity shares of the Company are listed at Bombay Stock Exchange Ltd.(BSE). The annual listing fees for the financial year 2019-20 to BSE has been paid.

Corporate Governance

Corporate Governance is all about ethical conduct openness integrity andaccountability of an enterprise. Good Corporate Governance involves a commitment of theCompany to run the business in a legal ethical and transparent manner and runs from thetop and permeates throughout the organization. It involves a set of relationships betweena company's management its Board shareholders and Stakeholders. It is a key element inimproving the economic efficiency of the enterprise. Credibility offered by CorporateGovernance helps in improving the confidence of the investors - both domestic and foreignand establishing productive and lasting business relationship with all stakeholders.

At ASL Corporate Governance is more a way of business life than a mere legalobligation. Strong governance practices of the Company have been rewarded in the Company.

A Certificate from Practicing Company Secretaries regarding compliance of theconditions of Corporate Governance as stipulated under Schedule V of the ListingRegulations is attached in the Corporate Governance Report and forms part of this report.

Certificate of the CEO/CFO inter-alia confirming the correctness of thefinancial statements compliance with Company's Code of Conduct adequacy of the internalcontrol measures and reporting of matters to the auditors and the Audit committee in termsof Regulation 17 of the Listing Regulations is attached in the Corporate Governancereport and forms part of this report.

Credit Rating

During the year CRISIL has assigned the Bank Loan External Ratings of the Company asmentioned below:

Total Bank Loan Facilities Rated Rs. 130 Crore
Long-Term Rating CRISIL BBB-/Negative (Reaffirmed).
Short-Term Rating CRISIL A3 (Reaffirmed).

Board of Directors

a. Retirement by Rotation:

In Pursuant to Sections 149 152 and other applicable provisions if any of theCompanies Act 2013 one-third of such of the Directors as are liable to retire byrotation shall retire every year and if eligible offer themselves for re-appointment atevery Annual General Meeting (AGM). Consequently Mr Sushil Goyal (DIN: 00125275)Managing Director will retire by rotation at the ensuing AGM and being eligible offerhimself for re-appointment in accordance with the provisions of the Companies Act 2013.

b. Re-appointment of Independent Directors:

The members of the Company at the 27th Annual General Meeting (AGM) held on22nd September 2018 reappointed Mr Harsh Chander Kansal (from 1stApril 2019 till 31st March 2024) and Mr Hemant Bansal (from 1st April2019 till 31st March 2024) as Independent Directors of the Company for secondterm.

Pursuant to the provisions of Section 149 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the erstwhileClause 49 of the Listing Agreements with the stock exchanges Mrs Sushila Jain (DIN:03432157) was appointed as an Independent Directors on the Board of the Company for aperiod of 5 (Five) consecutive years w.e.f. 28th March 2015. She can holdoffice as an Independent Directors of the Company up to 27th March 2020("First Term" in line with the explanation to Sections 149(10) and 149(11) ofthe Act). The Board has recommended re-appointment of Mrs Sushila Jain as an IndependentDirectors of the Company not liable to retire by rotation and for Second Term of 5 (Five)consecutive years on the Board of the Company effective from 28th March 2020.

The Company has received declaration from Mrs Sushila Jain appointee IndependentDirector that she meet the criteria of independence as prescribed u/s 149(6) of theCompanies Act 2013. In the opinion of the Board she fulfill the condition forappointment/re-appointment as Independent Directors on the Board.

A brief resume of the Directors proposed to be re-appointed the nature of herexpertise in specific functional areas disclosure of relationships between Directorsinter-se names of companies in which she has held directorships committeememberships/chairmanships her shareholding etc. is annexed to the Corporate GovernanceReport and Notice of the ensuing AGM. The Directors recommend her re-appointment at theensuing AGM.

c. Declaration by Independent Directors

Pursuant to provisions of Section 134(3)(d) of the Companies Act 2013 with respect tostatement on declaration given by Independent Directors under Section 149(6) of the Actthe Board hereby confirms that all the Independent Directors of the Company have given adeclaration and have confirmed that they meet the criteria of independence as provided inthe said Section 149(6).

After undertaking a due assessment of their disclosures in the opinion of the Board ofDirectors all the Independent Directors fulfilled the requirements of the Companies Act2013 and the Listing Regulations and were independent of the management of the Company.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Name Designation
Mr Sushil Goyal Managing Director
Mr Abhey Goyal Whole Time Director
Mr Jai Gopal Sharma Chief Financial Officer
Mr Kapil Company Secretary

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes Independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as ‘Annexure 2' respectivelywhich forms part of this report.

Particulars of remuneration of Directors/ KMP/Employees

There are no employees who are in receipt of remuneration in excess of the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given below:

Sl No. Particulars
(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. Name of the Director Total Remuneration (In Lakhs) Ratio to the Median
Mr Sushil Goyal (Managing Director) 30.00 14
Mr Abhey Goyal (Whole time Director) 24.00 11
(ii) The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary in the financial year. Name % of Increase
Mr Sushil Goyal (Managing Director) Nil
Mr Abhey Goyal (Whole Time Director) Nil
Mr Jai Gopal Sharma (CFO) 41.04%
Mr Kapil (Company Secretary) 30.10%

 

(iii) The percentage increase in the median remuneration of employees in the financial year. The percentage increase in the Median Remuneration during the financial year is 18.57% This has been arrived at by comparing the median remuneration as on 31st March 2018 and the median remuneration as on 31st March 2019.
(iv) The number of permanent employees on the rolls of the company. The total number of permanent employee of Ajanta Soya Limited as on 31st March 2019 was 97 (Ninety Seven).
(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average % increase in salary was 22.46% for all employees other than the managerial personnel who went through the compensation review cycle in the year.

During the financial year there was no increase in the Managerial remuneration.

(Vi) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it is affirmed that the remuneration paid to the Directors Key Managerial Personnel and senior Management is as per the Remuneration Policy of the Company.

Further Details as required under the provisions of section 197(12) of the CompaniesAct 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended is attached as ‘Annexure 3' tothis Report.

Number of Meetings of the Board

During the Financial Year 2018-19 9 (Nine) number of Board meetings were held. Fordetails there of kindly refer to the section Board of Directors in the CorporateGovernance Report.

Performance Evaluation of the Board its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter- alia the criteria forperformance evaluation of the entire Board of the Company its Committees and IndividualDirectors including Independent Directors.

A structured questionnaire has been prepared covering various aspects of thefunctioning of the Board and its Committee such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meeting Board's focus regulatory compliances andCorporate Governance etc. Similarly for evaluation of Individual Director's performancethe questionnaire covers various aspects like his/her profile contribution in Board andCommittee meetings execution and performance of specific duties obligations regulatorycompliances and governance etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) forevaluating the entire Board respective Committees of which they are members and of theirpeer Board members including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-IndependentDirectors and the members of management and discussed inter-alia the performance ofnon-Independent Directors and Board as a whole and the performance of the Chairman of theCompany after taking into consideration the views of executive and Non-ExecutiveDirectors.

As part of the evaluation process the performance of Non-Independent Directors theChairman and the Board was conducted by the Independent Directors. The performanceevaluation of the respective Committees and that of Independent and Non-IndependentDirectors was done by the Board excluding the Director being evaluated.

The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it shall be determined whether to extend or continue theirterm of appointment whenever the respective term expires. The Directors expressed theirsatisfaction with the evaluation process.

Composition of Audit Committee

As on 31st March 2019 the Audit Committee of the Company comprises thefollowing directors:

Mr Harsh Chander Kansal-Chairman (Non-Executive & Independent Director)

Mr Hemant Bansal-Member (Non-Executive & Independent Director)

Mr Abhey Goyal-Member (Executive and Promoter Director)

Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

Statutory Auditors and their Report

As per provisions of Section 139(1) of the Act the Company has appointed M/s. PawanShubham & Co. Chartered Accountants (Firm Registration No. 011573C) as StatutoryAuditors for a period of 5 (Five) years in the AGM of the Company held on 26thSeptember 2017.

The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence approval of the Shareholders for the ratification ofAuditor's appointment is not being sought at the ensuing AGM.

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor's Report areself-explanatory.

Cost Auditors and their Report

During the Financial Year 2018-19 as per Section 148 of the Companies Act 2013 readwith Rules framed there under M/s K.G. Goyal & Associates Cost Accountants (Firm'sRegistration No. 000024) were re-appointed as Cost Auditors to conduct cost audit of theaccounts maintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by theBoard of Directors on the recommendation of Audit Committee. Subsequent to the end offinancial year M/s K.G. Goyal & Associates Cost Accountants (Firm's Registration No.000024) have also been appointed as Cost Auditors for the Financial Year 2019-20 by theBoard of Directors upon recommendation of Audit Committee. The requisite resolution forratification of remuneration of Cost Auditors by members of the Company has been set outin the Notice of ensuing annual general meeting. The Cost Auditors have certified thattheir appointment is within the limits of Section 141(3)(g) of the Act and that they arenot disqualified from appointment within the meaning of the said Act.

Maintenance of cost records

Pursuant to the provisions under Section 148 of the Companies Act 2013 read with Rulesframed thereunder the Directors confirm that the proper Cost accounts and records aremaintained by the Company in terms of the Act.

Secretarial Auditors and their Report

Your Board during the year appointed M/s R & D Company Secretaries to conductsecretarial audit of the Company for the financial year ended 31st March 2019.The Report of M/s R & D Company Secretaries in terms of Section 204 of the Act isprovided in the ‘Annexure 4' forming part of this Report. The said reports areself-explanatory and do not contain any qualification reservation and adverse remarks ordisclaimer.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March2019 on compliance of all applicable SEBI Regulations and circulars/ guidelines issuedthereunder was obtained from M/s R & D Company Secretaries Secretarial Auditors andsubmitted to Bombay stock exchange.

Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government

The Statutory Auditors Cost Auditors and Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.

Directors' Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm:

a) That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures;

b) That they had selected such accounting policies and applied them consistently andmade judgements 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 and loss of the Company for that period;

c) That they had taken proper and sufficient care 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;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Corporate Social Responsibility(CSR)

Your Company has always been undertaking CSR activities on a significant scaleupholding the belief that Corporates have a special and continuing responsibility towardssocial development.

The vision of ASL CSR activities to make sustainable impact on the human development ofunderserved communities through initiatives in Education Health and Livelihoods has beenformally codified with the constitution of a dedicated

Corporate Social Responsibility Committee of the Board as per of section 135 of theCompanies Act 2013 and Rules framed thereunder. The CSR Committee of the Company helpsthe Company to frame monitor and execute the CSR activities of the Company. The Committeedefines the parameters and observes them for effective discharge of the socialresponsibility of your Company. The CSR Policy of your Company outlines the Company'sphilosophy & the mechanism for undertaking socially useful programmes for welfare& sustainable development of the community at large as part of its duties as aresponsible corporate citizen. Details regarding the constitution roles and functions ofthe Corporate Social Responsibility Committee are given in the Report on CorporateGovernance.

Further the Board of Directors of your Company has also adopted the CSR Policy of theCompany as approved by the Corporate Social Responsibility Committee which is alsoavailable on the website of the Company at www.aiantasova.com.

As per Section 135 of the Companies Act 2013 the Company has a Corporate SocialResponsibility (CSR) Committee of its Board of Directors. The Committee comprises:

Mr Harsh Chander Kansal-Chairman (Non-Executive & Independent Director)

Mr Sushil Goyal-Member (Executive & Promoter Director)

Mr Abhey Goyal-Member (Executive & Promoter Director)

During the year the Committee monitored the implementation and adherence to the CSRpolicy. The CSR policy provides a constructive framework to review and organize our socialoutreach programs in the areas of education health and livelihood. The policy enables adeeper understanding of outcome-focused social development through diverse collaborations.

In view of the inadequacy of profits / loss during the immediately preceding financialyears the Company was not required to spend towards CSR activities during FY 2018-19 asper Section 135 of the Companies Act 2013 read with rules thereunder. However theunspent CSR amount related to financial year 2017-18 amounting to Rs. 3.17 Lakhs was spentduring the financial year 2018-19 and an additional amount of Rs. 2.08 Lakhs was alsospent aggregating to Rs. 5.25 Lakhs spent during financial year 2018-19.

Details about the CSR policy and initiatives taken by the Company during the year areavailable on Company's website www.aiantasova.com. The report on CSR activities ofthe Company is attached as ‘Annexure 5'.

Internal Financial Controls System

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company has a well-placed proper and adequate IFC system which ensures that allassets are safeguarded and protected and that the transactions are authorised recordedand reported correctly. The Company's IFC system also comprises due compliances withCompany's policies and Standard Operating Procedures (SOP's) and audit and compliance byin-house Internal Audit Division The Company has appointed an external professional firmas Internal Auditor. The Internal Auditors independently evaluate the adequacy of internalcontrols and concurrently audit the majority of the transactions in value terms.Independence of the audit and compliance is ensured by direct reporting of Internal AuditDivision and Internal Auditors to the Audit Committee of the Board.

Details of internal financial control and its adequacy in compliance with theprovisions of Rule 8(5)(viii) of Companies (Accounts) Rules 2014 are included in the ManagementDiscussion and Analysis Report which forms part of this Report.

The Company has appointed an external professional firm as Internal Auditor. TheInternal Audit of the Company is regularly carried out to review the internal controlsystems and processes. The internal Audit Reports along with implementation andrecommendations contained therein are periodically reviewed by Audit Committee of theBoard.

Further during the year one single case of misappropriation/ shortage of finished goodsinvolving the connivance of some employees at a particular depot of finished goods wasidentified and reported to police for criminal investigation & action.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. Itestablishes various levels of accountability and overview within the Company whilevesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices inthe Company in the areas of risk identification assessment monitoring mitigation andreporting. Through this programme each Function and Unit addresses opportunities andrisks through a comprehensive approach aligned to the Company's objectives. The Companyhas laid down procedures to inform the Audit Committee as well as the Board of Directorsabout risk assessment and management procedures and status.

This risk management process which is facilitated by internal audit covers riskidentification assessment analysis and mitigation. Incorporating sustainability in theprocess also helps to align potential exposures with the risk appetite and highlightsrisks associated with chosen strategies. The current risk slate and the comprehensive riskpolicy have been further redefined during the year. The major risks forming part of theEnterprise Risk Management process are linked to the audit universe and are covered aspart of the annual risk based audit plan.

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to provide aformal mechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee.

It is affirmed that no personnel of the Company has been denied access to the AuditCommittee.

Statement under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

Pursuant to the legislation The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has a Policy on Prevention of SexualHarassment at Workplace. Your Company has constituted an Internal Complaints Committee(ICC) to investigate and resolve sexual harassment complaints.

The Company in its endeavour for zero tolerance towards any kind of harassmentincluding sexual harassment or discrimination at the workplace has in accordance with theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year under review the Company has not received any complaint under theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013.

No. of complaints filed during the year No. of complaints disposed off during the year No. of complaints pending
Nil Nil Nil

Extract of Annual Return

As required by Section 92(3) read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the Extract of Annual Return in Form MGT-9 is annexedherewith as ‘Annexure 6' to this Report.

Contracts or arrangements with Related Parties under Section 188(1) of the CompaniesAct 2013

With reference to Section 134(3)(h) of the Companies Act 2013 during the year theCompany had not entered into any contract or arrangement with related parties which couldbe considered ‘material' according to the policy of the Company on Materiality ofRelated Party Transactions. Accordingly there are no transactions that are required to bereported in form AOC-2. All related party transactions are mentioned in Note No. 41 of thenotes to the Accounts.

All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee was obtained for the transactions which areof a foreseen and repetitive nature. The statement of transactions entered into pursuantto the omnibus approval so granted is placed before the Audit Committee for approval.

Significant and material orders passed by the Regulators or Courts or Tribunalsimpacting the going concerns status and company's operations in future

The Company has not received any significant or material orders passed by anyregulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.

Secretarial Standards

The Company is in compliance with the relevant provisions of Secretarial Standards onMeetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by theInstitute of Company Secretaries of India and approved by the Central Government and allother Secretarial Standards from time to time.

Acknowledgements

Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuring an excellent allaround operationalperformance.

By order of the board
For Ajanta Soya Limited
Sushil Goyal Abhey Goyal
DIN: 00125275 DIN: 02321262
Managing Director Whole Time Director
Address: House No. 42-A Road No.78 Address: House No. 42-A
Date: 13thAugust 2019 West Punjabi Bagh New Delhi - 110026 Road No.78 West Punjabi Bagh
Place: New Delhi New Delhi - 110026

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