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Ajooni Biotech Ltd.

BSE: 535040 Sector: Others
NSE: AJOONI ISIN Code: INE820Y01013
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Ajooni Biotech Ltd. (AJOONI) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2020-21

To

The Members Ajooni Biotech Limited

The Directors have pleasure in presenting their 11th Annual Report on thebusiness and operations together with the Audited Statement of Accounts of the Company forthe year ended 31st March 2021.

1. FINANCIAL RESULTS

The Financial results are briefly indicated below:

Particulars 2020-21 2019-20
Revenue from Operations 510388901 400326163
Other Income 172109 598511
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 16658227 13006109.42
Less: Depreciation/Amortisation/ Impairment 5775160 4919813.49
Profit /loss before Finance Costs Exceptional items and Tax Expense 10883067 9086295.93
Less: Finance Costs 5840690 3279206.24
Profit /loss before Exceptional items and Tax Expense 5042377 4807089.69
Add/(less): Exceptional items - -
Profit /loss before Tax Expense 5042377 4807089.69
Less: Tax Expense
Current Tax 1503280 1683532
Deferred Tax (191424) (344455)
MAT Credit Entitlement - -
Profit /loss for the year 3730518 3468012.95

2. REVIEW OF OPERATION

The Company has made profit of Rs. 3730518/- during the financial year. YourDirectors expect to achieve better performance in the future taking maximum efforts tocontrol the costs and optimize the results in the coming years.

3. TRANSFER TO RESERVES

The company has transferred Rs. 3730518/- being the profit for the current financialyear to Reserves & Surplus.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the company.

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review no material change took place which may effect thefinancial position of the company.

6. DIVIDEND

In view to expand the business of the company and continuous investment in thebusiness the Directors of the Board regret their inability to recommend any dividend.

7. DEPOSITS

During the period under review the Company has neither accepted nor invited any PublicDeposits. Hence the provisions of Section 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 are not applicable.

8. CHANGES IN SHARE CAPITAL IF ANY

a) Authorised Capital

During the year under review Company's authorised share capital was increased from Rs.10 crores (Rupees Ten Crore only) divided into 10000000 (One Crore only) equity sharesof Rs. 10/-(Rupees Ten only) to Rs. 16 crores (Rupees Sixteen Crore only) divided into16000000 (One Crore Sixty Lacs only) equity shares of Rs. 10/-(Rupees Ten only).

b) Issued Subscribed & Paid up Capital

During the year under review company issued 600000 equity shares at Rs. 20 each (including premium of Rs. 15/-) on preferential basis. Further company issued additional1000558 bonus shares in the ratio of 1:9.

Therefore Company's paid up share capital has increased from Rs. 84050240/- (RupeesEight Crore Forty Lakhs Fifty Thousand Two Hundred and Forty only) divided into 8405024(Eighty Four Lakh Five Thousand and Twenty Four only) equity shares of Rs. 10 each/- toRs. 100055820/- (Rupees Ten Crore Fifty Five Thousand Eight Hundred and Twenty only)divided into 10005582 (One Crore Five Thousand Five Hundred and Eighty Two only) equityshares of Rs. 10 each.

9. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 pursuant tothe provisions of Section 92 read with Rule 12 of the Companies (Management andadministration) Rules 2014 is annexed herewith as Annexure 'A' to the Board Report. Thecopy of same has also been uploaded on the website of the Company atwww.aioonibiotech.com.

10. NUMBER OF MEETINGS

The Board has met 9 (Nine) times during the financial year the details of which are asunder:

02/04/2020 29/06/2020 13/08/2020 07/09/2020 05/11/2020 10/11/2020 23/01/202101/03/2021 and 13/03/2021.

The details of meetings of the Board and attendance of the directors is provided in theReport on Corporate Governance which forms the part of this report.

11. COMPOSITION OF COMMITTEES

As per the applicable provisions of the Companies Act2013 & Securities ExchangeBoard of India (Listing Obligations & Disclosure Requirements) Regulations 2018three Committees have been constituted in the company which are as follows:-

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholder Grievance Committee

The details of meetings of the committees and attendance of the members is provided inthe Report on Corporate Governance which forms the part of this report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RE-APPOINTMENT OF DIRECTOR

During the year Mr. Gursimran Singh (DIN: 02209675) Director of the Company retiringby rotation & being eligible offers himself for re-appointment at the ensuing AnnualGeneral Meeting.

B. INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed undersub-section (6) of section 149 of the Companies Act 2013 and under SEBI (LODR)Regulations 2015 with the Stock Exchanges.

The meeting of the Independent Directors was held on 25th February 2021 as perschedule IV of the Companies Act 2013. All the directors attended the meeting.

None of the Directors of your Company is disqualified under Section 162 (2) of theCompanies Act 2013. As required by law this position is also reflected in the Auditors'Report.

C. APPOINTMENT OF DIRECTOR

During the year Mr. Gursimran Singh was appointed as Additional Director with effectfrom 13th August 2020. Further he was regularized as a Director at the AnnualGeneral Meeting held on 10th September 2020.

D. CESSATION OF DIRECTOR

During the year Mr. Rajesh Parashar resigned from the directorship of the company witheffect from 13th August 2020.

E. KEY MANAGERIAL PERSONNEL

During the year under review pursuant to Section 2(51) and Section 203 of the Actread with the Rules framed there under Key Managerial Personnel as on 31stMarch 2021 are the following:

(i) Mr. Jasjot Singh- Managing Director

(ii) Mr. Gurmeet Singh- Chief Financial Officer

(iii) Ms. Swati Vijan - Company Secretary

F. REMUNERATION

The details of the remuneration given to the Board of Directors and Key ManagerialPersonnel have been given in the Annexure A of the Board Report. (MGT-9)

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year ended March 31 2021 all transactions with the RelatedParties as defined under the Companies Act 2013 read with Rules framed thereunder were inthe 'ordinary course of business' and 'at arm's length' basis. Your Company does not havea 'Material Subsidiary' as defined under Regulation 16(1)(c) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ['Listing Regulations'].

Further the information on transactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure "B" in Form AOC-2 and the same forms part of this report.

The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website at https://www.ajoonibiotech.com/ and direct web link to the policy isat https://ajoonibiotech.com/Uploads/Policy/RELATED%20PARTY%20TRANSACTION%20POLICY.pdf

14. PARTICULARS OF EMPLOYEES

Information as required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and subsequent amendments thereto is annexed to this Board's Report and marked asAnnexure "C".

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility are not applicable as the Company is having Net worth less than rupees FiveHundred Crore Turnover less than rupees One Thousand Crore and Net Profit less thanrupees Five Crore.

16. MANNER OF BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and regulation 17(10) of SEBI(LODR) Regulation 2015 a structured procedure was adopted after taking into considerationof the various aspects of the Board's functioning composition of the Board and itscommittees execution and performance of specific duties obligations and governance.

The performance evaluation of the independent Directors was completed in time. Theperformance evaluation of the Chairman and the Non-independent Directors was carried outby the Independent Directors. The Board of Directors expresses their satisfaction with theevaluation process.

The performance of each committee has been evaluated by its members and found to behighly satisfactory.

On the basis of this exercise the Board has decided that all Independent Directorsshould continue to be on the Board.

17. CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and iscommitted to maintain the steady standards for the same. The Company has complied with allthe conditions of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 after getting shifted to the Main Board of NSE.

The Report on corporate governance along with a certificate from the Auditors of theCompany confirming the compliance as stipulated under Regulation 34 read with Schedule Vof the SEBI (LODR) Regulations 2015 forms part of this Annual Report as "AnnexureD".

18. MANAGEMENT DISCUSSION ANALYSIS REPORT

The details forming part of Management Discussion and Analysis Report is annexedherewith as Annexure to the Board Report as ANNEXURE "E".

19. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisionsof Companies Act 2013 during the financial year ended on 31st March 2021.

20. ADOPTION OF INDIAN ACCOUNTING STANDARD (INDAS)

The company was listed on SME Platform (NSE emerge) and got admitted its shares on theMain Board of NSE on 07th May 2021. Further in accordance with the Indian AccountingStandards notified under Section 133 of Companies Act 2013 read with Companies (IndianAccounting Standards (Ind AS)) Rules 2015 company has to adopt and follow the provisionsof Indian Accounting Standards in preparation of its financial statements for the yearended 31st March 2021. The Ministry of Corporate Affairs vide notification dated 16February 2015 made it mandatory in a phased manner for adoption and applicability ofIndian Accounting Standards (Ind AS) for companies other than Banking Insurance andNon-Banking Finance Companies read with Rule 4 of the Companies (Indian AccountingStandards) Rules 2015.

Keeping in view of the above applicability the Company has followed the IndianAccounting Standards notified under Section 133 of Companies Act 2013 read with Companies(Indian Accounting Standards (Ind AS)) Rules 2015 for preparation of its financialstatements for the year ended 31st March 2021.

21. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable Accounting standards had been followed along with properexplanation relating to material departures.

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year review.

c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities and

d) The Directors had prepared the accounts for the financial year ended 31stMarch 2021 on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

22. DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The Provisions of Section 134(3) (m) of the Companies Act 2013 read with Rule 8 ofCompanies (Accounts) Rules 2014 regarding Conservation of Energy and TechnologyAbsorption do not apply to your company for the period under review. Further there wereno foreign exchange earnings or outgo during the year under review. However themanagement has taken all the necessary steps to conserve the resources to the extentpossible. "Annexure - F".

23. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act 2013 and Rules made there underthe Company has appointed M/s. MR CHECHI & Associates Company Secretaries Chandigarhas Secretarial Auditor to conduct the Secretarial Audit of the Company for the financialYear 2019-20. The Secretarial Audit Report for the financial year ended 31stMarch 2021 is attached as "Annexure G" to this Report.

Observations Remarks/ Reply
During the year under review National Stock Exchange of India Limited had imposed a penalty of Rs. 11800/- on the company for Noncompliance of Regulation 29(2)/(3) of SEBI (LODR) Regulations 2015 and Rs. 47200/- for Non- Compliance of SEBI (ICDR) Regulations 2018. Due to the COVID-19 the business of the Company was adversely affected and had to deal with so much uncertainty. Therefore in order to deal the then situation the Audit committee actively recommended the matter to the Board for to raise funds for smooth working and to meet the working requirements.
In order to deal with the prevailing situation your Board urgently took up the matter within any other business matter and intimated to the stock exchange. However company did not have any intention to conceal such information. No unfair advantage or gain has occurred to company and also no harm or loss was caused to any retail investors.
Therefore the penalty imposed by the stock exchange was just regarding the non-disclosure of information on time and the same was paid by the company at the same time. The default was purely un-intentional.
The company did not publish the Notice of Annual General Meeting held on 10th September 2020 During the year under review company was listed on NSE Emerge (SME Platform) and was exempted under Regulation 47 (4) of SEBI (LODR) Regulation 2015 to publish Advertisements in the Newspapers. However in line with the SEBI circular the Ministry of Corporate Affairs ("MCA") issued a circular on 05th May 2020 exempted the companies to dispatch Notice of AGM and Annual Reports to the shareholders through registered post or speed post or courier and shall be sent only through e-mail and a public notice shall be e by way of advertisement be published specifying the information of AGM. However the company uploaded Notice of AGM and Annual Report on the website of the company and disclosed to the stock exchange whenever and wherever required hence complied with the aforementioned SEBI Circular but since the Company Secretary of the company was on leave and there was no other person to follow the part the compliance with the aforementioned MCA Circular got skipped.
Further there was no mala-fide intention not to comply with the guidelines and is completely un-intentional.

24. STATUTORY AUDITORS & AUDITORS REPORT

M/s Harjeet Parvesh & Company (FRN NO. 017437N) Chartered Accountants (Peer ReviewCertificate No. 011668) were re-appointed as Statutory Auditors of the Company at theAnnual General Meeting held on 30th September 2019 for the second term of fiveconsecutive years i.e. for a period of five years commencing from the conclusion of thisAnnual General Meeting till the conclusion of the 14th Annual General Meetingof the Company to be held in the year 2024 and shall continue to be statutory auditors ofthe company for the Financial Year 2021-2022. The Auditors have confirmed that they arenot disqualified from being re-appointed as Auditors of the Company. The Report given bythe Auditors on the financial statement of the Company is part of this Report as Annexure"H".

There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report. During the year under review the Auditors had not reported anymatter under Section 143 (12) of the Companies Act 2013.

25. CASH FLOW ANALYSIS

In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations 2015 theCash Flow Statement for the year ended on 31st March 2021 forms an integralpart of the Financial Statements.

26. IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal during the financial year ended on31st March 2021.

27. NOMINATION & REMUNERATION COMMITTEE POLICY

Your Board has framed a policy which lays down a framework in relation to remunerationof Directors Key Managerial Personnel and Senior Management Personnel of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetail of this policy is explained in the Report on Corporate Governance. The Nominationand remuneration Policy is available on the website of the company atwww.ajoonibiotech.com and direct web link to the policy is athttps://ajoonibiotech.com/Uploads/Policy/nomination-and-remuneration-policy.pdf

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loan/guarantee or provided any security during the yearunder review under the provisions of section 186 of the Companies Act 2013.

Details of Loans

Sl. Date N of o. makin g loan Deta ils of Borrow er Amou nt Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd.) Rate of Intere st Security
NI L NIL NIL NIL NIL NIL NIL NIL NIL NIL

Details of Investments

Sl. No. Date of invest ment Detail s of Invest ee Amount Purpose for which the proceeds from investment is pro- posed to be utilized by the recipient Date of BR Date of SR (if reqd.) Expected rate of return
NIL NIL NIL NIL NIL NIL NIL NIL

Details of Guarantee / Security Provided

Sl. No Date of providing security/ guarantee Detail s of recipient Amoun t Purpose for which the proceeds from investment is pro- posed to be utilized by the recipient Date of BR Date of SR (if reqd.) Expected rate of return
NIL NIL NIL NIL NIL NIL NIL NIL

29. BORROWINGS

Total borrowings of the company both long term and short term as on 31stMarch 2021 areamounting Rs. 678 lacs as compared to previous year ended 31st March 2020 ofamounting Rs. 502 lacs (For details Refer Note No. 11 and 12 of the Audited FinancialStatements).

30. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Section 177(9) of the Companies Act 2013 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 inter alia provides for amandatory requirement for all listed companies to establish a mechanism called the'Whistle Blower Policy' for Directors and employees to report concerns of unethicalbehavior actual or suspected fraud or violation or the Company's code of conduct orethics policy. In line with this requirement the Company has framed a "WhistleBlower Policy" which is placed on the Company's website. The Whistle Blower Policyas approved by the Board is uploaded on the Company's website athttps://www.ajoonibiotech.com/ and direct web link to the policy is athttps://ajoonibiotech.com/Uploads/Policy/whistle_blower_policy.pdf.

31. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has in place a 'Prevention of Sexual Harassment Policy' pursuant to theSexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.An Internal Complaints Committee has also been set up to redress complaints receivedregarding sexual harassment. All employees (Permanent contractual temporary trainees)are covered under this policy. No complaint has been received during the year underreview.

32. STOCK EXCHANGES

Your board is pleased to announce that the shares of the company were shifted from SMEPlatform (NSE emerge) to the Main Board of National Stock Exchange of India Limited (NSE).Your company successfully completed 2 years on SME Platform of NSE and met the eligibilitycriteria for shifting to the main board of NSE. The company had obtained In-Principleapproval from NSE on April 26 2021 and Final Listing and Trading Approval was granted byNSE on May 05 2021. Further 10005582 equity shares of the company were listed andadmitted for dealing on exchange w.e.f. May 07 2021.

33. LISTING FEES

The Annual Listing Fee for the financial year 2020-21 had been paid to the NationalStock Exchange where the Company's shares are listed.

34. TRADE RELATIONS

The Board wishes to place on record its appreciation for the support and co-operationthat the Company received from its suppliers distributors retailers and otherassociates. The Company has always looked upon them as partners in its progress and hashappily shared with them rewards of growth. It will be Company's endeavor to build andnurture strong links based on mutuality respect and co-operation with each other andconsistent with customer interest.

35. INTERNAL AUDITORS & AUDITORS REPORT

As required under section 138 of the Companies Act 2013 read with Rule 13 of theCompanies (Accounts) Rules 2014 made there under the Company has appointed InternalAuditors to assess the risk management and to ensure that risk management processes areefficient effective secure and compliant.

It is the basic check of internal control of the organization. An internal audit is anorganizational move to check ensure monitor and analyze its own business operations inorder to determine how well it conforms to a set of specific criteria.

36. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's internal financial control ensures that all assets of the Company areproperly safeguarded and protected proper prevention and detection of frauds and errorsand all transactions are authorized recorded and reported appropriately.

Your Company has an adequate system of internal financial controls commensurate withits size and scale of operations procedures and policies ensuring orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and timely preparation of reliable financial information.

37. MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section148(1) of the Companies Act 2013 and Rules framed thereunder with respect to theCompany's nature of business.

38. DEMATERILISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No. INE820Y01013 has been allotted for the Company. Further the Companydoes not have any Equity shares lying in the Suspense Account.

39. TRANSFER TO INVESTOR PROTECTION AND EDUCATION FUND (IEPF)

There are no unclaimed funds or shares to be deposited to the Investor Protection andEducation Fund as on 31.03.2021.

40. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the Regulators Courts orTribunals during the year under review which would impact the going concern status ofthe Company and its operations in future.

42. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operationreceived from the financial institutions banks Government authorities customersvendors and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company and the shareholders for their support and confidencereposed on the Company.

By Order of the Board of Directors
For Ajooni Biotech Limited
Date: 27.08.2021 Jasjot Singh Gursimran Singh
Place: Mohali Managing Director Director
DIN:01937631 DIN:02209675

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