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Ajwa Fun World & Resort Ltd.

BSE: 526628 Sector: Services
NSE: N.A. ISIN Code: INE863E01015
BSE 00:00 | 19 May 6.65 0
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NSE 05:30 | 01 Jan Ajwa Fun World & Resort Ltd
OPEN 6.65
PREVIOUS CLOSE 6.65
VOLUME 200
52-Week high 15.69
52-Week low 6.49
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 6.65
CLOSE 6.65
VOLUME 200
52-Week high 15.69
52-Week low 6.49
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ajwa Fun World & Resort Ltd. (AJWAFUNWORLD) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 29th Annual Report together with theAudited Statement of Accounts of AJWA FUN WORLD AND RESORT LIMITED for the year ended on31st March 2021.

FINANCIAL RESULTS:

(AMOUNT IN RS.)

PARTICULARS 2020-21 2019-20
Revenue from operations 2730325 19602659
Other Income 413546 111904
Total income 3143871 19714563
Total Expenditure 13067377 31483978
Profit/(Loss) before Tax (9923506) (11769415)
Less: Interest 0 0
Less: Depreciation & Amortization Cost 0 0
Less: Extraordinary items 0 0
Tax Expenses 00 00
Profit/(Loss) for the year (9923506) (11769415)

DIVIDEND:

To conserve the financial resources of the Company your Directors do not recommenddividend for the year under review.

FINANCIAL PERFORMANCE:

During the year under review the Company has reported total income of Rs. 3143871/-against the total Income of Rs. 19714563/- during the previous year. The Companyhas Net Loss of Rs. 9923506/- during the year under review as against Net Loss of 'Rs. 11769415/- during the previous year.

FINANCE:

(i) SHARE CAPITAL:-

The paid up Equity Share Capital of the Company as on 31st March 2021 is Rs. 63900000during the year under review; the Company has neither issued equity shares withdifferential voting rights nor granted stock options or sweat equity.

(ii) DEPOSITS:-

The Company has not accepted/renewed any public deposits during the year under reviewas per provision of Section 73 of the Companies act 2013 read with Companies (Acceptanceof Deposit) Rules 2014 during the period under review. Hence the requirement forfurnishing the details of deposits which are not in compliance with Chapter V of the Actis not applicable.

(iii) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:-

Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

MATERIAL CHANGES AND COMMITMENT:

• Mr. Rahil Rajeshkumar Jain was appointed as Additional Director of the Companyas on 07.12.2020.

• Mr. Chandrakant Dattaram Kadam was resigned as Whole Time Company Secretary ofthe Company as on 15.12.2020.

• Mrs. Kosha Anilbhai Shah was appointed as Whole Time Company Secretary of theCompany as on 15.12.2020.

INTERNAL FINANCIAL CONTROLS:

The company has adequate internal financial control system with reference to theFinancial Statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act 2013 and clause 49 of the ListingAgreement the Company has formulated a Whistle Blower Policy to establish a vigilmechanism for directors and employees of the Company. The purpose and objective of thisPolicy is to provide a framework to promote responsible and secure whistle blowing. Itprotects the employees wishing to raise a concern about serious irregularities within theCompany. The details of the Whistle Blower Policy posted on the website of the Companywww.aiwaworld.com.

RELATED PARTY TRANSACTIONS:

No Related Party Transactions were entered into during the financial year 2020-2021.All Related Party Transactions entered into in the past were on an arm's length basis andwere in the ordinary course of business. There are no materially significant Related PartyTransactions made by the Company with promoters directors Key Managerial Personnel orother designated persons which may have potential conflict with the interests of theCompany at large.

On the recommendation of the Audit Committee the Board of Directors has adopted apolicy on Related Party Transactions which is also uploaded on the website of the Company(www.ajwaworld.com) under the head 'Investor Relations'. The Policy envisages theprocedure governing related party transactions required to be followed to ensurecompliance with the applicable laws and regulations as well as to ensure that the RelatedParty Transactions are managed and disclosed in accordance with the strict legal andaccounting requirements.

A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms & conditions of thetransactions. The summary of related party transactions is given below;

DIRECTORS:

(i) Appointment/Resignation:-

Mr. Rahil Rajeshkumar Jain is being appointed as additional director dated 07.12.2020.

Retirement by rotation:-

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Jigneshbhai Ravjibhai Patel retires by rotation and iseligible for reappointment.

Independent Director:-

To re-appoint Mr. Arvind Manubhai Vakil (DIN: 0756695) as independent Directorfor second term of five years subject to approval of Shareholders

(ii) Declarations by Independent Directors:-

Pursuant to the provisions under Section 134(3}(d} of the Companies Act 2013 (the"Act"} with respect to statement on declaration given by Independent Directorsunder Section 149(6) of the Act the Board hereby confirms that all the IndependentDirectors of the Company have given a declaration and have confirmed that they meet thecriteria of independence as provided in the said Section 149(6) and relevant Regulation ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

(iii) Board Evaluation:-

In compliance with the provisions of the Companies Act 2013 and Clause 49 of theListing Agreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsNomination & Remuneration Committee. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

(iv) Board Meetings:-

During the year Eight (8) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

Details of the meetings of the Board along with the attendance of the Directors thereinhave been disclosed as part of the Corporate Governance Report forming part of this AnnualReport.

BOARD OF DIRECTORS:

a) THE COMPOSITION OF BOARD OF DIRECTORS OF THE COMPANY AS ON 31/03/2021:-

Name of Directors Designation Category No. of Board Meeting held No. of Board Meeting attended Attendant at the last AGM
RAJESHKUMAR CHUNILAL JAIN Chairman Managing Director Promoter Executive 8 8 YES
RAHIL RAJESHKUMAR JAIN DIRECTOR Promoter- Executive 8 3 YES
PRADYUMAN PANDYA DIRECTOR Independent 8 8 YES
SHANTI YASHPAL NANDECHA DIRECTOR Independent 8 8 YES
ARVIND MANUBHAI VAKIL DIRECTOR Independent 8 8 YES
KALINDI VIMAL PATEL CFO(KMP) CFO 8 0 YES
JIGNESHBHAI RAVJIBHAI PATEL DIRECTOR Promoter Executive 8 8 YES

b) NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND DATES OF BOARD MEETINGS:

Sr. No. Date Sr. No. Date
1. 02.05.2020 6. 07.12.2020
2. 30.07.2020 7. 15.12.2020
3. 05.09.2020 8. 13.02.2021
4. 10.09.2020
5. 10.11.2020

 

INDEPENDENT DIRECTORS' MEETING:

In compliance with Section 149(8) of the Act read along with Schedule IV of the Act andClause 49 (II)(B)(6) of the listing agreement with the stock exchange the IndependentDirectors met on

13.02.2021 inter alia to discuss:

i. Evaluation of the performance of non- Independent Directors and the Board as awhole;

ii. Evaluation of the performance of the Chairperson of the company taking intoaccount the views of executive directors and non-executive directors;

iii. Evaluation of the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

All the Independent Directors were present at the meeting.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE. 2016

During the Financial year ended on 31st March 2021 there is no applicationmade or any proceeding pending under the insolvency and Bankruptcy Code 2016 (31 of 2016)against the company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF

Not applicable during the year under review.

FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of its individualdirectors the Board and the Committees constituted by it which includes criteria forperformance evaluation.

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualevaluation of its own performance working of the Committees and the Directorsindividually.

The Board performance was evaluated based on inputs received from all the Directorsafter considering criteria such as Board's effectiveness in decision making in providingnecessary advice and suggestions to the Company's management etc.

A separate meeting of the Independent Directors was also held during the year forevaluation of the performance of the Non Independent Directors the Board as a whole andthat of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of theindividual directors based on their knowledge level of preparation and effectiveparticipation in meetings contribution towards positive growth of the Company etc.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe Section 134(3) (c) of the Companies Act 2013:

(i) That in the preparation of the annual financial statements for the year ended 31stMarch 2021; the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at 31st March2021 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

AUDITORS:

M/s DSKHTP & ASSOCIATES Chartered Accountants (Firm registration no.119285W/)Appointed as the Statutory Auditors of the company retire at ensuring Annual GeneralMeeting and are eligible for re-appointment. They have furnished a certificate regardingtheir eligibility for re-appointment as statutory Auditors of the Company Pursuant toSection 139(2) of the Companies Act 2013 read with Companies Act 2013 read withCompanies (Audit & Auditors) Rules 2014. The Board of Directors recommends theirre-appointment for the year 2019-20 2020-21 2021-22 2022-23 and 2023-24 i.e. up toconclusion of 32nd Annual General Meeting.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS VIVEK VASANI a practicing Company Secretary RAJKOT (MembershipNo.34219). The Report of the Secretarial Audit is annexed herewith as "Annexure -A". With reference to noncompliance as stated in the secretarial Audit Report yourboard reports that registered office of the company is situated at Waghodia and in thatarea no company secretary is willing to join and work as a company secretary as thecompany has made several efforts to short list the candidates for the post of secretary.

Boards of directors are keen to appoint the person who can provide appropriate time andenergy towards the corporate compliances. On selection of suitable candidates for bothpositions company will take immediate action to appoint the same.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review are presentedin a separate section forming part of this Report.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31 March 2021 is available on the Company'swebsite and can be accessed at http://www.ajwaworld.com/pdf/Form_MGT_7.pdf

CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that if the company is not having thepaid up share capital exceeding Rs. 10 Crores and Net Worth exceeding Rs. 25 Crores thesaid provisions are not applicable. As our company does not have the paid up share capitalexceeding Rs. 10 Crores and Net worth exceeding Rs. 25 Crores the Corporate GovernanceReport is not applicable and therefore not provided by the Board.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 thecompany has constituted the Nomination and Remuneration Committee and their policy andsame approved by the Board. The Policy is attached at "Annexure - C".

REPORT ON THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION ANDREPRESSED ACT 2013.

The Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. The Policy on Preventionof Sexual Harassment at Workplace has been formulated by the Company. The policy aims todevelop a harmonious and productive working environment free from sexual harassment.

The Company also ensures all allegations of sexual harassment are investigated anddealt with effectively and appropriately. During the year under review the Companyreceived Nil complaints pertaining to sexual harassment.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The Company is not engaged in activities specified in Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 and as suchthe company is not required to give information relating to conservation of energy. TheCompany is not using any particular technology and as such information relating totechnology absorption is not required to be given. There is no foreign exchange earningsand outgo during the year under review.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided separately as Annexure 4 tothis Report.

Details of employee remuneration as required under provisions of Section 197(12) of theAct and Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be made available at the registered office of the Companyduring working hours pursuant to the provisions of the first proviso to Section 136(1) ofthe Act and any Member interested in obtaining such information may write to the CompanySecretary and the same will be made available to any such Member on request.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend the provision of Section 125 of thecompanies Act 2013 do not apply.

CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year there is no change in the nature of the business of the company.

TRANSFER TO RESERVES

During the year under review the company has not transferred any amount to reserves.

RISK MANAGEMENT

Board has constituted a Risk Management Committee of the Board to assist the Boardwith regard to the identification evaluation and mitigation of operational strategic andexternal risks. Risk Management Committee works towards identifying internal and externalrisks and implementing risk mitigation steps. On quarterly basis status updates areprovided to the Board of Directors of the Company. More details on risks and threats havebeen disclosed in the section "Management Discussion and Analysis".

INSURANCE:

All fixed assets and movable assets of the Company are adequately insured. ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders bankers financial institutions regulatorybodies and other business constituents during the year under review. Your Directors alsowish to place on record their deep sense of appreciation for the commitment displayed byall executives officers and staff of the Company during the financial year.

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