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Amradeep Industries Ltd.

BSE: 531681 Sector: Financials
NSE: N.A. ISIN Code: INE673C01020
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Amradeep Industries Ltd. (AMRADEEPINDS) - Director Report

Company director report

Dear Shareholders

Your Directors here by present the 34th Annual Report together with the Auditedstatements of Accounts for the financial year ended on 31st March 2019.

OPERATIONS REVIEW:

During the year under review due to sluggish market condition and faces huge set back.So Revenue from operation stood at Rs. 11800000/- and total expanses stood at Rs.11758880/- and book Net profit of Rs. 41120/-.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'SAFFAIR:

The Company does not have any significant business activity and not carried out anybusiness during the year under review.

DIVIDEND:

Considering the loss incurred in the current financial year and accumulated lossesyour Directors have not recommended any dividend for financial year under review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued subscribed and paid up capital of the Company is Rs. 66069000/- dividedinto 66069000 equity shares of Rs 1/- each. There has been no change in the share capitalof the Company during the year.

DISCLOSURE UNDER SECTION 67 (3) (c) OF THE COMPANIES ACT 2013:

No disclosure is required under section 67 (3) (c) of the Companies Act 2013 read withRule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 in respect ofvoting rights not exercised directly by the employees of the Company as the provisions ofthe said section are not applicable.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary associate companies & joint ventures.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantee or Investments made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2018-19 is enclosed as an Annexure tothis Board's Report. During the year under review the company has not provided anysecurity falling within in purview of Section 186.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors' Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS:

To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. SAGAR KISHORBHAI GAJERA (DIN-08204868) who was appointed as Director with effectfrom 22.08.2018 and appointed as Wholetime Director (WTD) and Chief Financial Officer(CFO) of the company with effect from 19.03.2019 liable to retire by rotation.

Mr. BHAVIN PADALIYA (DIN-08208065) and Ms. MANISHA PATEL (DIN-08482812) were appointedas an additional director of the company with effect from 19.03.2019 and 24.06.2019respectively and are hereby appointed an Independent Director of the Company to holdoffice for five consecutive years up to the conclusion of the Annual General Meeting to beheld in the calendar year 2024.

During the year under review Mr. Vineet Deorari and Ms. Dinaben Ganatra ceased asdirector of the company as on 19.03.2019 and Ms. Nitaben Ahuja was appointed as additionaldirector of the company as on 19.03.2019 and subsequently resigned as on 24.06.2019.

After Close of the financial year Board has appointed Ms. Heli Garala as companysecretary of the company with effect from 02.04.2019.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

COMPOSITION OF THE BOARD:

The Company has an optimum mix of Non-Executive and Independent Directors includingWoman Director. All the members of the Board are competent and are persons of repute withstrength of character professional eminence having the expertise in their respectivedisciplines to deal with the management functions of the company.

The composition of the Board of Directors as at 31st March 2019:

Sr. No. Name of Director Executive/ Non-Executive/ Independent No. of Directorships Held in Public Limited Companies (Including the Company)

#Committee(s) position (Including the Company)

Member Chairman
1 SAGAR GAJERA Wholetime Director 4 5 3
2 BHAVIN PADALIYA Non-Executive Independent 2 1 1
3 NITABEN AHUJA Non-Executive Independent 2 1 1

# Only Audit Committee and Stakeholders' Relationship Committee has been considered asper Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations")

Name of other listed entities where Directors of the company are Directors and thecategory of Directorship:

Sr. No. Name of Director Name of listed entities in which the concerned Director is a Director Category of directorship
1 SAGAR GAJERA AMRAWORLD AGRICO LIMITED Independent Director
PRESSURE SENSITIVE SYSTEMS (INDIA) LIMITED Independent Director
SAIANAND COMMERCIAL LIMITED Independent Director
2 BHAVIN PADALIYA PARICHAY INVESTMENTS LTD Independent Director
3 NITABEN AHUJA AMRAWORLD AGRICO LIMITED Independent Director

MEETING OF INDEPENDENT DIRECTORS:

The Company's Independent Directors met on February 06 2018 without the presence ofthe Executive Director and the Senior Management team. The meeting was attended bymajority of Independent Directors and was conducted to enable the Independent Director todiscuss matters prescribed under Schedule IV to the Act and Regulation 25(3) of the SEBI(LODR) Regulation 2015.

MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. In case of businessexigencies or urgency of matters resolutions are passed by circulation. During the year 9(Nine) Board meetings were held. The dates of the Board Meetings were 18.05.201801.06.2018 11.06.2018 28.07.2018 22.08.2018 23.08.2019 03.11.2018 01.02.2019 and19.03.2019.

ATTENDANCE RECORD OF DIRECTORS ATTENDING THE BOARD MEETINGS AND ANNUAL GENERALMEETINGS:

Name of the Director Category

No. of Board Meetings Attended

Last AGM Attendance
Held during the tenure Attended
MAHENDRA GANATRA Resigned w.e.f. 11.06.2018 Non - Executive (Director) 2 2 NA
VINEET DEORARI Resigned w.e.f. 19.03.2019 Non-Executive Independent Director 8 8 Yes
DINABEN GANATR Resigned w.e.f. 19.03.2019 Non-Executive Independent Director 8 8 Yes
VIPUL TRIVEDI Appointed w.e.f. 01.06.2018 Resigned w.e.f. 23.08.2018 Non-Executive Independent Director 3 3 NA
SAGAR GAJERA Appointed w.e.f. 19.03.2019 Wholetime Director & Chief Financial Officer 9 9 Yes
BHAVIN PADALIYA Appointed w.e.f. 19.03.2019 Non-Executive Independent Director -- -- NA
NITABEN AHUJA Appointed w.e.f. 19.03.2019 Resigned w.e.f. 24.06.2019 Non-Executive Independent Director NA

None of the Directors hold Directorships in more than 20 companies. Further anyindividual director's directorships in public companies do not exceed 10. None of theDirectors is serving as a member of more than ten committees or as the Chairman of morethan five committees across all the public companies of which he is a Director.

AUDIT COMMITTEE:

The Audit Committee of the reconstituted as on 19.03.2019 and presently comprises ofthree Directors being MR. SAGAR GAJERA MR. BHAVIN PADALIYA and MS. MANISHA PATEL.

Terms of Reference:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised the terms of reference of the Committee. Therevised terms of reference are:

(1) oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

(2) recommendation for appointment remuneration and terms of appointment of auditorsof the company;

(3) approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

(4) reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:

(a) matters required to be included in the director's responsibility statement to beincluded in the Board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013; 41

(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) modified opinion/Qualification in the draft audit report;

(5) reviewing with the management the quarterly financial statements beforesubmission to the board for approval;

(6) reviewing with the management the statement of uses/application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilisation of proceeds of a public or rights issue and making appropriaterecommendations to the board to take up steps in this matter;

(7) reviewing and monitoring the auditor's independence; performance and effectivenessof audit process;

(8) Formulating a policy on related party transactions which shall include materialityof related party transactions;

(9) approval or any subsequent modification of transactions of the listed entity withrelated parties;

(10) scrutiny of inter-corporate loans and investments;

(11) valuation of undertakings or assets of the company wherever it is necessary;

(12) evaluation of internal financial controls and risk management systems; bin:L29193UJ1904rLbUUn90

(13) reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

(14) reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

(15) discussion with internal auditors of any significant findings and follow up thereon;

(16) reviewing the findings 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;

(17) discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

(18) to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

(19) to review the functioning of the whistle blower mechanism;

(20) approval of appointment of Chief Financial Officer (i.e. the whole time FinanceDirector or any other person heading the finance function or discharging that function)after assessing the qualifications experience and background etc. of the candidate;

(21) reviewing the utilization of loans and/or advances from/investment by the holdingcompany in the subsidiary exceeding rupees 100 crore or 10% of the asset size of thesubsidiary whichever is lower including existing loans/advances/investments existing ason the date of coming into force of this provision;

(22) to review the compliance with the provisions of Regulation 9A of Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015 at least oncein a financial year and to verify that the systems for internal control are adequate andare operating effectively;

(23) to carry out any other function as is mentioned in the terms of reference of theAudit Committee.

Audit Committee shall mandatorily review the following information:

(1) management discussion and analysis of financial condition and results ofoperations;

(2) statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

(3) management letters/letters of internal control weaknesses issued by the statutoryauditors;

(4) internal audit reports relating to internal control weaknesses; and

(5) the appointment removal and terms of remuneration of the Chief Internal Auditorshall be subject to review by the audit committee;

(6) statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulation 32(1) of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015;

(b) annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/notice in terms of Regulation 32(7) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Attendance at the Audit Committee Meetings: During the year the Audit Committee met4 times on 18.05.2018

28.07.2018 03.11.2018 and 01.02.2019 attendance of the members as under:

Name

No. of Meeting attended

Held during the tenure Attended
MAHENDRA GANATRA 1 1
VINEET DEORARI 4 4
DINABEN GANATR 4 4
VIPUL TRIVEDI 1 1
SAGAR GAJERA 2 2

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been re-constituted as on 19.03.2019 as perthe provisions of Section 178(1) of the Companies Act 2013 to review and to recommend theremuneration payable to the Executive Directors and Senior Management of the Company basedon their performance and defined assessment criteria.

Nomination and Remuneration Committee of the Company presently comprises of threeDirectors being MR. SAGAR GAJERA MR. BHAVIN PADALIYA and MS. MANISHA PATEL.

The terms of reference of the Committee:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised the terms of reference of the Committee. Therevised terms of reference are:

(1) formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

(2) formulation of criteria for evaluation of performance of independent directors andthe board of directors;

(3) devising a policy on diversity of board of directors;

(4) identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal;

(5) Specify the manner for effective evaluation of performance of Board its committeesand individual directors to be carried out either by the Board by the Nomination andRemuneration Committee or by an independent external agency and review its implementationand compliance;

(6) whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors;

(7) recommend to the board all remuneration in whatever form payable to seniormanagement;

(8) to administer and supervise Employee Stock Options Schemes (ESOS) including framingof policies related to ESOS and reviewing grant of ESOS;

(9) Carrying out any other function as is mentioned in the terms of reference of theNomination and Remuneration Committee.

Composition of Nomination and Remuneration Committee number of Meetings held andparticipation at the Meetings during the year:

During the year the Audit Committee met 5 times on 01.06.2018 11.06.2018 22.08.201823.08.2018 and 19.03.2019 attendance of the members as under:

Name

No. of Meeting attended

Held during the tenure Attended
MAHENDRA GANATRA 1 1
VINEET DEORARI 4 4
DINABEN GANATR 4 4
VIPUL TRIVEDI 2 2
SAGAR GAJERA 2 2

Nomination and Remuneration Policy:

The Committee is in process of formulating Nomination and Remuneration Policy whichdetermines criteria inter-alia qualification positive attributes and independence ofDirectors for their appointment on the Board of the Company and payment of remuneration toDirectors Key Managerial Personnel and other Employees. The Committee shall consider thefollowing attributes/criteria whilst recommending to the Board the candidature forappointment as Director.

- Qualification expertise and experience of the Directors in their respective fields;

- Personal Professional or business standing;

- Diversity of the Board

In case of re-appointment of Non-Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has set up 'Stakeholders Relationship Committee'in order to align it with the provisions of Section 178 of the Companies Act 2013. TheCommittee has been constituted to strengthen the investor relations and to inter-alialook into issues relating to shareholders grievances pertaining to transfer of sharesnon- receipt of declared dividends non-receipt of Annual Report issues concerningde-materialization etc.

This committee re-constituted as on 19.03.2019 and presently consists of threedirectors namely MR. SAGAR GAJERA MR. BHAVIN PADALIYA and MS. MANISHA PATEL. Twocommittee meeting held on 28.07.2018 and 01.02.2019 respectively all committee memberspresent at the meeting.

Terms of reference of the Committee:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)Regulations 2018 the Company has revised the terms of reference of the Committee. Therevised terms of reference are:

(1) resolving the grievances of the security holders of the company includingcomplaints related to transfer/transmission of shares nonreceipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificatesdematerialization/rematerialization of Shares and debentures general meetings etc;

(2) review of measures taken for effective exercise of voting rights by shareholders;

(3) review of adherence to the service standards adopted by the company in respect ofvarious services being rendered by the Registrar and Share Transfer Agent;

(4) review of the various measures and initiatives taken by the company for reducingthe quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annualreports/statutory notices by the shareholders of the company;

(5) to look into the reasons for any defaults in the payment to the DepositorsDebenture holders Shareholders (in case of non-payment of declared dividends) andCreditors;

(6) carrying out any other function as is mentioned in the terms of reference of theStakeholder's Relationship committee.

Details of Complaints/Queries received and redressed during 1st April 2018 to 31stMarch 2019:

Number of shareholders' complaints pending at the beginning of the year Number of shareholders' complaints received during the year Number of shareholders' complaints redressed during the year Number of shareholders' complaints pending at the end of the year
Nil Nil NA Nil

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.

AUDITORS AND AUDITORS' REPORT:

M/S. BIPIN & CO. CHARTERED ACCOUNTANTS VADODARA (FRN 101509W) Statutory Auditorsof the Company to hold office from the conclusion this AGM until the conclusion of the AGMto be held in the year of 2020 for period of 3 years subject to ratification by membersevery year.

The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. K. H. & Associates Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report in the prescribed Form NoMR-3 is annexed herewith.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr. No. Qualifications made by Secretarial Auditor Explanations by the Board
a) The Company has decided not to opt for Corporate Governance Report in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for the time being. The paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance Report so the Company has decided not to opt for the time being.
b) Updating of website with regard to various policies is pending. The company will take necessary steps to update website with regard to various policies which are pending.
c) The company has not complied with certain regulation of SEBI (LODR) Regulations 2015 as regards publication of Notice of Board Meeting Notice of AGM quarterly results. The company will take necessary steps to comply with the same.
d) As per section 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. The size of operation of the Company is very small it is not viable to appoint Internal Auditor but the Company has established the internal control system.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a certificate obtain fromPracticing Company Secretary that none of the Directors on the Board of the Company forthe Financial Year ended on 31st March 2019 has been debarred or disqualified from beingappointed or continuing as Directors of companies by the Securities and Exchange Board ofIndia the Ministry of Corporate Affairs or any such other Statutory Authority.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up forInternal Controls.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules2014 in the prescribed Form No. MGT 9 forming part of this report is annexed herewith.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholdersand it includes discussion on matters as required forming part of this report is annexedherewith.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.

CORPORATE GOVERNANCE REPORT:

Pursuance of Regulation 15 (2) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance with the corporate governance provisionsshall not applicable in respect of:

a. the listed entity having paid up equity share capital not exceeding rupees ten croreand net worth not exceeding rupees twenty five crore as on the last day of the previousfinancial year;

b. the listed entity which has listed its specified securities on the SME Exchange.

Accordingly the paid up capital and net worth is below the prescribed limit formandatory applicability of Corporate Governance clause. The Company has decided not to optfor compliance of Regulation 27 (2) of SEBI (LODR) Regulation 2015 for the time being.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the yearwas Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period;

c) the Directors have 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;

e) Directors have prepared the accounts on a "going concern basis".

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013: The Company has zero tolerance for sexual harassment atworkplace and has adopted a policy against sexual harassment in line with the provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the rules framed thereunder. The Company has not received any sexual harassmentrelated complaints during the year 2018-19.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Board's Report the ratio of the remuneration of each director to the permanentemployee's remuneration. However since there is no permanent employee in the Company nodisclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities hence the BusinessRisk is at the Minimal Level. Hence no major risk factors are envisaged except for:

a. Government Policies

b. Human Resource Risk

VIGIL MECHANISM:

As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.

For and on Behalf of the Board
For AMRADEEP INDUSTRIES LIMITED
PLACE: AHMEDABAD
DATE: 29.07.2019 NIKUNJ SANGHANI
Wholetime Director
DIN:08208456