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Angel Fibers Ltd.

BSE: 541006 Sector: Industrials
NSE: N.A. ISIN Code: INE339Z01011
BSE 00:00 | 07 Dec 26.90 0
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NSE 05:30 | 01 Jan Angel Fibers Ltd
OPEN 26.90
PREVIOUS CLOSE 26.90
VOLUME 12000
52-Week high 34.65
52-Week low 6.60
P/E 9.89
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 26.90
CLOSE 26.90
VOLUME 12000
52-Week high 34.65
52-Week low 6.60
P/E 9.89
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Angel Fibers Ltd. (ANGELFIBERS) - Director Report

Company director report

Dear Shareholders

Your Directorshere bypresenting their07thAnnual Report on the business andoperations of the Company and the Audited Financial Statements for the financial yearended March 31 2020.

1. PERFORMANCE HIGHLIGHTS (STANDALONE)

Your Company has Performed during the reporting period as follows:

(InRs.)

Particulars FY 2019-20 FY2018-19
Revenue from operations 1419448680.00 1326762117.00
Other income 27228918.00 42298024.00
Total revenue 1446677597.00 1369060141.00
EBITDA 37005156.00 165357578.00
Less:
Finance Costs 54337723.00 34924554.00
Depreciation 135898303.00 116876744.00
Profit before tax exceptional and extraordinary (153230869.00) 13556280.00
items
Add/(Less): Exceptional/Extraordinary 0.00 0.00
income/(expense)
Profit before tax (153230869.00) 13556280.00
Less: Taxes on income (6849137.00) 8173453.00
Profit after tax (146381732.00) 5382827.00
EPS Basic (5.86) 0.22
EPS Diluted (5.86) 0.22

Note: Previous year's figures have beenregrouped/reclassified wherever necessarytocorrespond with the current year's classification/disclosure.

Company's Performance

The Total Income from Operations (net) of the Company for the year under reviewisRs.1419448680as compared toRs.1326762117in the previous year. Loss for the yearstood atRs.(146381732)as compared to Profit after tax ofRs.5382827in the previousyear. Loss in FY 2019-20 was due toincrease in the prices of raw cotton without thecorresponding increase in the yarn prices coupled with decline in demand for cotton yarnaffected the financial performance of the Company. The reduction in incentives furtheraggravated the problems and affected company's performance during the year. Another reasonis increase in depreciation on expanded capacity by your company.Apart from thatthere hasbeen a very difficult situation for textile industry during the whole year. However Duringthe current year government has clarified incentive of expansion of unit capacity and YourManagement expects that company will be able to put up a reasonably good performance inthe Current Year.

2. TRANSFER TO RESERVES

Due to loss in the FY 2019-20The Company has not transferred any amounts to Reservesduring the period under review.

3. SHARE CAPITAL Authorised Share Capital

The AuthorisedShare Capitalofthe Company as at 31st March 2020 is Rs.250000000.00 consists of 25000000 equity shares of Rs. 10 each.

Issued Paid Up and Subscribed Capital

The Issued Paid Up and Subscribed Share Capitalof the Company as at 31st March2020 is Rs. 250000000.00consists of25000000equity shares of Rs. 10 each.

There is no change in the share capital of the Company during the period under review.

4. DIVIDEND

For the Financial Year 2019-20 due to losses the Board of Directors regretrecommending dividend to shareholders.

5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The Company has introduced various measures to reduce energy consumption and installthe latest technologies.

Total energy consumption

The Company has introduced various measures to reduce energy consumption and installthe latest technologies.

Total energy consumption

Purchased 2019-20 2018-19
Units (nos.) 20347520.00 16956040.00
Total amount (Rs.) 145325543.00 256840088.00
Rate per unit (Rs.) 7.14 15.14
Generated Nil Nil

6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

The Company does not have any subsidiaries joint ventures or associates in the periodunder review.

7. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

There have been nosignificant events after the Balance Sheetdate which requiresanydisclosureexcept that Our Promoter and Directors Mr. Ashok MavjibhaiDudhagara and Mrs.PrafulabenAshokbhaiDudhagara ("Sellers) had entered into Share Purchase Agreement("SPA") with Mr.Rameshkumar J. Ranipa and Mr. Jitendra G. Raiyani("Acquirers") on March 17 2020 for selling their 14118680 (One Crore FortyOne Lakhs Eighteen Thousand Six Hundred and Eighty only) equity shares ("SaleShares") of face value ofRs. 10.00 each which constitutes 56.47% of the issued paidup and subscribed equity share capital of Angel Fibers Limited (including 5304840 EquityShares constituting 21.22% of the issued paid up and subscribed equity share capital ofthe Target company are pledged with Lender(s) Bank and 5125000 Equity Sharesconstituting 20.50% of the issued paid up and subscribed equity share capital of theAngel Fibers Limited are Lock-In upto March 7 2021) for an aggregate considerationofRs.127068120 (Twelve Crores Seventy Lakhs Sixty Eight Thousand One Hundred and TwentyOnly) i.e.Rs.9 (Rupees Nine Only) per Equity Share ("Negotiated Price").

Due to aforesaid SPA an open offer was given by Acquirers under Regulation 3(1) and 4of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011 for substantialacquisition of shares/voting rights accompanied with change in control. An open offer wasgiven by the Acquirers to the shareholders of Angel Fibers Limited to acquire upto6500000 Equity Shares constituting 26% of Equity Share Capital/Voting Capital of AngelFibers Limited at a price ofRs.9 per Equity Share. The open Offer was opened on June 32020 and closed June 16 2020. In Open offer 4359700 Equity Shares constituting 17.44%of Equity Share Capital/Voting Capitalof Angel Fibers Limited were tendered by theshareholders of Angel Fibers Limited and for which the Acquirers paid totalRs.39237300(Three Crores NinetyTwo Lakhs Thirty Seven Thousand Three Hundred) for acquisition of4359700 Equity Shares on June 25 2020.

Under the SPA Acquirers has already acquired 8813840 Equity Shares constituting35.26% (including 5125000 Lock In Shares) constituting 35.26% of capital of Angel FibersLimited from the Sellers. The remaining 5304840 Equity Shares constituting 21.22% oftotal Equity Share Capital/Voting Capital of Angel Fibers Limited are pledged by sellerswith the Bank which are under process of transferring to Acquirers as per the termsstipulated in the SPA. (The payment for such 5304840 Equity Shares constituting 21.22%of Angel Fibers Limited are also paid by the Acquirers to the Sellers).

During the open offer the Acquirers appointed Mr. Ramesh G. Ranipa on the Board ofAngel Fibers Limited on May 8 2020. For further detailsrefer the section DirectorsReport-point no. 20-Information on Directorate. The Acquirers acquired the control overthe Target Company and the Acquirers shall become the promoters of the Target Company uponcompliance with the provision of regulation 31A (5) of the Securities and Exchange Boardof India (Listing Obligation and Disclosure Requirements) Regulations 2015.

8. CHANGE IN THE NATURE OF BUSINESS

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

9. CHANGEIN THE REGISTERED OFFICE

There has been no change in the registered office of the Company in the period underreview.However change in registered office from Rajkotcityto Jamnagardistrictis proposedfor approval of shareholders in the ensuing AnnualGeneral Meeting.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board:

As on the date of this report the Board comprises of following Directors;

No. of Committee1

No. of
Name of Director Category Cum Designation Date of Original Appoint ment Date of Appointmen t at current Term & designation Total Directorship2 in which Director is Member in which Director is Chairman Shares held as on March 31 2020
Mr. Ashokbhai M. Dudhagra Chairman and Managing Director February 14 2014 December 28 2017 1 - - 11462320 Equity Shares
Ms. Prafulaben A Dudhagara Executive Director October 24 2017 October 24 2017 1 - - 2656360 Equity Shares
Mr.Ankur BakuleshJani Non-Executive Director Novemb er 29 2017 January 3 2018 1 2 - 499320 Equity Shares
Mr. Nirav Bhupatbhai Baldha Non-Executive Independent Director Decembe r 14 2017 January 3 2018 3 - 2 Nil
Mr.Ketanbhai Vadaliya Non-Executive Independent Director January 022018 January 032018 1 2 - Nil
Mr. Rameshkumar Jivrajbhai Ranipa Additional Non- Executive Director May 08 2020 May 08 2020 3 - - Nil
Mr.Jitendrabhai Gopalbhai Raiyani Additional Non- Executive Director June 08 2020 June 08 2020 3 - - Nil
Mr. Pankajbhai Becharbhai Bhimani Additional Non- Executive Director June 08 2020 June 08 2020 1 - - NIL
Mr. Rohankumar Jitendrabhai Raiyani Additional Non- Executive Director June 08 2020 June 08 2020 1 - - NIL
Mr. HiteshkumarCh haganbhaiChani yara Additional Non- Executive Independent Director July 292020 July 292020 1 - - NIL
Mr. Meraman Bhimsibhai Bhatu Additional Non- Executive Independent Director July 292020 July 292020 1 - - NIL
Ms. Jyoti Jashvantray Kataria Additional Non- Executive Independent Director July 302020 July 302020 1 - - NIL

1 Committee includes Audit Committee and Stakeholder's Relationship Committeeacross all Public Companies.

2 Excluding LLPs Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from the requirement of having composition of Board as per Regulation17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any ListedCompany and is holding position of Independent Director in more than 3 Listed Company.Neither any of the Director of the Company is holding position as Director in more than 8listed entities nor any of the Director of the Company serve as an Independent Director inmore than 7 listed entities.

11. DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company.

12. DEPOSITS

The Company has not accepted any deposits in the period under review.

13. AUDITORS' QUALIFICATIONS RESERVATIONS ADVERSE REMARKS IN THE AUDITORS' REPORT

The Auditors Report does containa disclaimer of opinionon the financial statements forthe period ended March 31 2020. The statements made by the Auditors in their Report areself-explanatory and do not call for anyfurther comments.

The Auditors have advisedthe managementto carry out inspection offixed assets &inventoriesand to have an internal process to report deficiencies in internal control tomanagement on timely basis.The Company is in the process of complying with the same.

14. CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall under the criteria as mentioned underSection135 of theCompanies Act 2013 the provisions of Corporate Social Responsibility do not apply to theCompany.

15. EXTRACT OF ANNUAL RETURN

The extract of the Annual return in Form MGT-9 is annexed herewith to the Board'sReportas ANNEXURE-A.

16. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependenceas laid down under Section 149 (6) of the Companies Act 2013.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year09Board meetings were convened and held details of which are asfollows:

Sr. No. Date of Board meeting No. of Directors entitled to attend the meeting No. of Directors present
01 05/04/2019 05 05
02 28/04/2019 05 05
03 30/05/2019 05 05
04 02/08/2019 05 05
05 31/08/2019 05 05
06 26/10/2019 05 05
07 14/11/2019 05 05
08 24/12/2019 05 05
09 17/03/2020 05 05

 

Name of Director Mr. Ashokbhai Dudhagra Ms. Prafulaben Dudhagara Mr. Ankur B Jani Mr. Nirav Baldha Mr. Ketanbhai Vadaliya
Number of Board Meeting held 9 9 9 9 9
Number of Board Meetings 9 9 9 9 9
Eligible to attend
Number of Board Meeting 9 9 9 9 9
attended
Presence at the previous AGM of
F.Y. 2018-2019 Yes Yes Yes Yes Yes

18. GENERAL MEETINGS

During the year under review only one meeting of members was held and that was AnnualGeneral Meetings on 30th September2019.

19. INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the act that they meet the criteria of independence laid down inSection 149 (6) of the Act. A separate meeting of Independent Directors was held on 17THMarch2020to review the performance of Non-Independent Directors and Board as whole and performanceof chairperson of the Company including assessment of quality quantity and timeliness offlow of information between Company management and Board.

20. INFORMATION ON DIRECTORATE

In accordance with the provisions of Section 152 and other applicable provisions if anyof the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereoffor the time being in force) Mr. Ankur Bakulesh Jani (DIN: 08005274) is liable to retireby rotation at the ensuing Annual General Meeting and being eligible have offered himselffor re-appointment.

There was no change in Board of Directors of the Company during the period underreview. Howeverdue to open offer made by Mr. Jitendra G. Raiyani and Mr. Ramesh J. Ranipa("Acquirers") pursuant to Regulation no. 3(1) and 4 of SEBI (SAST) Regulations2011after the end of FY 2019-20 followingchanges took place in the Board Structure ofCompany:-

Name of Director Category Cum Designation Date of Appointment
Mr. Rameshkumar JivrajbhaiRanipa Additional Non-Executive Director May 08 2020
Mr.JitendrabhaiGopalbhaiRaiyani Additional Non-Executive Director June 08 2020
Mr. PankajbhaiBecharbhaiBhimani Additional Non-Executive Director June 08 2020
Mr. Rohankumar JitendrabhaiRaiyani Additional Non-Executive Director June 08 2020
Mr. HiteshkumarChhaganbhai Additional Non-Executive
July 292020
Chaniyara Independent Director
Additional Non-Executive
Mr. MeramanBhimsibhaiBhatu July 292020
Independent Director
Additional Non-Executive
Ms. Jyoti JashvantrayKataria July 302020
Independent Director

Appointment cum Regularizarionof all the above directors are proposed in the ensuingAnnual General Meeting as follows:-

Name of Director Proposed Designation
Mr. Rameshkumar JivrajbhaiRanipa Chairman Cum Whole-Time Director
Mr.JitendrabhaiGopalbhaiRaiyani Non-Executive Director
Mr. PankajbhaiBecharbhaiBhimani Whole-Time Director
Mr. RohankumarJitendrabhaiRaiyani Managing Director
Mr. HiteshkumarChhaganbhaiChaniyara Non-Executive Independent Director
Mr. MeramanBhimsibhaiBhatu Non-Executive Independent Director
Ms.Jyoti JashvantrayKataria Non-Executive Independent Director

21. DETAILS OF KEY MANAGERIAL PERSONNEL

During the financial year under review there was no any change in the KMP.

However after the end of financial year Mr. ParaskumarChovatiya CFO of thecompanyhad tendered his resignation due to personal reasonsw.e.f14th July 2020. FurtherMr. Ashish Dhirajbhai Desai was appointed as Chief Financial Officerw.e.f17thJuly 2020.

22. PERFORMANCE EVALUATION

The Board of Directors has carried out an annualevaluation of its own performance boardcommittees and individual directors pursuant to the provisions of the Act.

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

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

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee Meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

23. COMMITTEESOF BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees the detailed terms of reference of the Committee is available on the websiteof the Company atwww.angelfibers.com.

A. Audit Committee:-

During the year under review the Audit Committee met 6 (Six) times during theFinancial Year 2019-20 on 05-04-201928-04-201930-05-201902-08-201931-08-2019andon14-11-2019.

The composition of the Committee and the details of meetingsattended by its members aregiven below:

Name of the Directors Category Designation Number of meetings during the Financial Year 2019-20
Held Eligible to attend Attended
Mr. Nirav Non-Executive Chairperson 6 6 6
BhupatbhaiBaldha Independent Director
Mr. KetanbhaiVadaliya Non-Executive Independent Director Member 6 6 6
Mr. Ankur BakuleshJani Non-executive Director Member 6 6 6

The Statutory Auditors of the Company are invited in the meeting of the Committeewherever requires. Further the Company Secretary of the Company is acting as CompanySecretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard.

Vigil Mechanism:

The Company has established a vigil mechanism and accordinglyframed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behaviour actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages theWhistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website ofthe Company at www.angelfibers.com.

B. Stakeholder's Relationship Committee

The Stakeholder's Relationship Committee had duly formed mainly to focus on theredressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc. The Stakeholders Relationship Committee shall report to the Board on aquarterly basis regarding the status of redressal of complaints received from theshareholders ofthe Company. The terms of reference of the Committee is available on thewebsite of the Company at www.angelfibers.com.

During the year under review Stakeholder's Relationship Committee met 4 (Four) timeson 02-04-201906-07-201905-10-2019 and 06-01-2020.The composition of the Committee andthe details of meetings attended by its members are given below:

Number of meetings during the Financial Year 2019-20
Name of the Directors Category Designation Held Eligible to attend Attended
Mr. Nirav BhupatbhaiBaldha Non-Executive Independent Director Chairperson 4 4 4
Mr. KetanbhaiVadaliya Non-Executive Independent Director Member 4 4 4
Mr. Ankur Bakulesh Jani Non-executive Director Member 4 4 4

During the yearunder review the Company had not received any complaint.

C. Nomination and Remuneration Committee

The Nomination and Remuneration committee had duly formed in line with the provisionsof Section 178 of the Companies Act 2013. The detailed policy of the Committee isavailable on the website of the Company atwww.angelfibers.com.

During the year under review Nomination and Remuneration Committee met 2 (Two) times on31-08-2019 and on 17-03-2019. The composition ofthe Committee and the details of meetingsattended by its members are given below:

Number of meetings during the
Name of the Directors Category Designation

Financial Year 2019-20

Held Eligible attend to Attended
Mr. Nirav Bhupatbhai Baldha Non-Executive Independent Director Chairperson 2 2 2
Mr. Ketanbhai Vadaliya Non-Executive Independent Director Member 2 2 2
Mr. Ankur Bakulesh Jani Non-executive Director Member 2 2 2

24. NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributesand independence of Directors.The Board has alsoformulated a Policy relating to remuneration of Directors members of Senior Managementand Key Managerial Personnel. The policy is placed on the website of the company atwww.angelfibers.comand is annexed to this report as annexure B.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Reference may be made to the financial statementsof the Company in this regard.

26. RELATED PARTY TRANSACTIONS

During thereporting period the Company hasentered into any contract/arrangement/transaction with related partieswhich were onarm's length basis or which couldbe considered material in accordance with the policy of the Company on materiality ofrelated party transactions. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3) (h)of theCompanies Act 2013 in Form AOC-2isapplicable andannexed as ANNEXURE-C.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on anannual basis for transactions with related parties which are of a foreseeable andrepetitive nature. The transactions entered into pursuant to the omnibus approval sogranted and a statement giving details of all transactions with related parties are placedbefore the Audit Committee for their review on a periodic basis.

27. MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules made there under.

A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

a) The ratio of remuneration of each director to the median remuneration ofemployees for the Financial Year and the Percentage increase in remuneration of eachdirector Chief Financial Officer Chief Executive Officer Company Secretaryor Managerif any in the Financial Year:

Sr. No. Name Designation Nature of Payment Ratio against median employee's remuneration Percentage Increase
1. Mr. Ashokbhai M. Dudhagra Chairman & Managing Director Remuneration 5.93:1 (16.83)
2. Ms. Prafulaben A Dudhagara Executive Director Remuneration - Not Applicable
3. Mr. Ankur Bakulesh Jani Non- Executive Director Sitting Fees - Not Applicable
4. Mr. Nirav BhupatbhaiBaldha Non- Executive Independent Director Sitting Fees - Not Applicable
5. Mr. Ketanbhai Vadaliya Non- Executive Independent Director Sitting Fees - Not Applicable
6. Ms. Reena Kanabar Company Secretary & Compliance Officer Remuneration 1.20:1 No Change
7. Mr. Paraskumar Chovatiya Non- Executive Independent Director Remuneration 0.83:1 No Change

* During the year under review all the Non-Executive Directors of the Company werepaid Sitting Fees for attending the Board Meeting and other Committees Meeting. Hence theratio of remuneration of all Non-Executive Directors to the median remuneration ofemployees are not disclosed or compared.

**Only those employees who were in employment for 11 or 12 months are taken intoconsideration.

b) The percentage increase in the median remuneration of employees in the financialyear:

The medianremuneration of the employees in current financial year was decrease by39%over the previous financial year. c) The number of permanent employees on the rolls ofthe Company: 22permanent Employees as on March 31 2020. d) Average percentileincrease already made in the salaries of employees other than the managerial personnel inthe last financial year and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptionalcircumstancesfor increase in the managerial remuneration:

The Averagesalary of employees isdecrease by 42.32%. The averageremunerationdecreasedue tolossof the Company. Whereas remuneration of the executivedirectors was not increased. The remuneration paid to executive directors were within thelimit as per approved by the shareholders of the Company.

28. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

29. PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY

Details ofLoans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as Annexure B.

31. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY

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

32. MATERIAL CHANGES AND COMMITMENT

Our Promoter and Directors Mr. Ashok MavjibhaiDudhagara and Mrs.PrafulabenAshokbhaiDudhagara ("Sellers) had entered into Share Purchase Agreement("SPA") with Mr. Rameshkumar J. Ranipa and Mr. Jitendra G. Raiyani("Acquirers") on March 17 2020 for selling their 14118680 (OneCroreForty-One Lakhs Eighteen Thousand Six Hundred and Eighty only) equity shares("Sale Shares") of face value ofRs. 10.00 each which constitutes 56.47% of theissued paid up and subscribed equity share capital of Angel Fibers Limited (including5304840 Equity Shares constituting 21.22% of the issued paid up and subscribed equityshare capital of the Target company are pledged with Lender(s) Bank and 5125000 EquityShares constituting 20.50% of the issued paid up and subscribed equity share capital ofthe Angel Fibers Limited are Lock-In upto March 7 2021) for an aggregate considerationofRs.127068120 (Twelve Crores Seventy Lakhs Sixty Eight Thousand One Hundred and TwentyOnly) i.e.Rs.9 (Rupees NineOnly) per Equity Share ("Negotiated Price").

Due to aforesaid SPA an open offer was given by Acquirers under Regulation 3(1) and 4of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011 for substantialacquisition of shares/voting rights accompanied with change in control. An open offer wasgiven by the Acquirers to the shareholders of Angel Fibers Limited to acquire upto6500000 Equity Shares constituting 26% of Equity Share Capital/Voting Capital of AngelFibers Limited at a price ofRs.9 per Equity Share. The open Offer was opened on June 32020 and closed June 16 2020. In Open offer 4359700 Equity Shares constituting 17.44%of Equity Share Capital/Voting Capital Of Angel Fibers Limited were tendered by theshareholders ofAngel Fibers Limited and for which the Acquirers paid totalRs.39237300(Three Crores Ninety Two Lakhs Thirty Seven Thousand Three Hundred) for acquisition of4359700 Equity Shares on June 25 2020.

Under the SPA Acquirers has already acquired 8813840 Equity Shares constituting35.26% (including 5125000 Lock In Shares) constituting 35.26% of capital of Angel FibersLimited from the Sellers. The remaining 5304840 Equity Shares constituting 21.22% oftotal Equity Share Capital/Voting Capital ofAngel Fibers Limited are pledged by sellerswith the Bank which are under process of transferring to Acquirers as per the termsstipulated in the SPA. (The payment for such 5304840 Equity Shares constituting 21.22%of Angel Fibers Limited are also paidby the Acquirers to the Sellers).

During the open offer the Acquirers appointed Mr. Ramesh G. Ranipa on the Board ofAngel Fibers Limited on May 8 2020. For further details refer the section DirectorsReport-Information on Directorate. The Acquirersacquired the control over the TargetCompany and the Acquirers shall become the promoters of the Target Company upon compliancewith the provision of regulation 31A(5) of the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulations 2015.

33. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals which impact the going concern status and the Company's operations in future.

34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we haveframed Prevention of Sexual Harassment Policy through which we address complaints ofsexual harassment at all workplaces of the Company. Our policy assures discretion andguarantees non-retaliation to complainants. We follow a gender-neutral approach inhandling complaints of sexual harassment and we are compliant with the law of the landwhere we operate.

During the year under review there were no incidences of sexual harassment reported.

35. SECRETARIAL STANDARDS OF ICSI

The company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2) issued by the Institute of CompanySecretaries of India and approved by the Central Government.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate and efficient internal and external control system whichprovides protection to all its assets against loss from unauthorized use and ensurescorrect reporting of transactions. The internal control systems are further supplementedby internal audits carried out by the respective Internal Auditors of the Company andPeriodical review by the management. The Company has put in place proper controls whichare reviewed at regular intervals to ensure that transactions are properly authorisedcorrectly reported and assets are safeguarded.

37. CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practicestoensure that we achieve and will retain the trust of our stakeholders at all times.Corporate governance is about maximizing shareholder value legally ethically andsustainably. Our Board exercises its fiduciary responsibilities in the widest sense oftheterm. Our disclosures seek to attain the best practices in international corporategovernance. We also endeavor to enhance long-term shareholder value and respect minorityrights in all our business decisions.

As our company has been listed on BSE SMEPlatform of Bombay Stock Exchange Limited(BSE) by virtue of Regulation 15 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the compliance with the corporate Governance provisions asspecified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation46 and Para C D and E of Schedule V are not applicable to the company. Hence CorporateGovernance Report does not form a part of this Board Report though we are committed forthe best corporate governancepractices.

38. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separate sectionwhich is annexed to this Report as Annexure-D.

40. RISKMANAGEMENT POLICY

The Company has a robust Risk Management framework to identify measure and mitigatebusiness risks and opportunities. This framework seeks to create transparency minimiseadverse impact on the business objective and enhance the Company's competitive advantage.This risk framework thus helps in managing market credit and operations risks andquantifies exposure and potential impact at a Company level.

41. DIRECTOR'S RESPONSIBILITY STATEMENT

Your Directors state that: a. in the preparation ofthe annual financial statements forthe year ended March 31 2020 the applicable accounting standards have been followed withno material departures; b. the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312020and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficientcare 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. the Directors have prepared the annual financial statements on a going concernbasis;

e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

f. TheDirectors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

42. STATUTORY AUDITORS

The Company's auditors M/s. H. B. Kalaria & Associates (firm registration number104571W) have completed4years as Statutory Auditors of the Company.

In accordance with provisions of Section 139 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 the Company has appointed them for a periodof5years from conclusion of Annual General Meeting of the year 2015-2016till theconclusionof AnnualGeneral Meetingof the year 2020-2021.

M/s. H. B. Kalaria& Associateshave informed the Company that their appointment ifmade would be within the limits prescribed under Section 141 of the Companies Act 2013.

The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declarationconfirming their independence as well astheir arm's length relationship with the Company as well as declaring that they have nottaken up any prohibited non-audit assignments for the Company.

43. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesmade thereunder the Company has appointed Mrs. JankiKalaria Practicing Company Secretaryas the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed to theBoard's Report and forms anintegral part of this Reportas ANNEXURE-E.

44. COST AUDIT

The CompanyhasappointedDiwanji& Co. (FRN: 00039) ascost auditor for conducting thecost audit in respect of the products manufactured by the Company as per the provisions ofSection 148 of theCompanies Act 2013 for the period under review.

Further the Board of Directors at their meeting held on August 31 2020 appointedM/s. M/s Manish Bhagvandas Analkat Cost Auditor (Firm Registration No. 100261) forauditing the cost records of your Company for the year ended March 31 2021 subject toapproval of shareholders in the ensuing 7th Annual General Meeting. The Board recommendsfor of Remuneration to Cost Auditor M/s Manish Bhagvandas Analkat Cost & ManagementAccountants payable for the financial year 2020-21.

45. WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has maintained a functional website namely"www.angelfibers.com" containing basic information about the Company. Thewebsite of the Company is containing information like Policies Shareholding PatternFinancial and information of the designated officials of the Company who are responsiblefor assisting and handling investor grievances for the benefit of all stakeholders of theCompany etc.

46. GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS; (iv) Annual Report and other compliances on Corporate SocialResponsibility; (v) There is no revision in the Board Report or Financial Statement; (vi)No significant or material orders were passed by the Regulators or Courts orTribunalswhich impact the going concern status and Company's operations in future;

47. Acknowledgements

We take this opportunity to thank the employees for their dedicated service andcontribution to the Company.

We also thank our banks business associates and our shareholders for their continuedsupport to the Company.

Date:31.08.2020

For and on Behalf of the Board of Directors

Place: Rajkot

ANGEL FIBERS LIMITED

Mr. Ashokbhai M Dudhagara Mrs. Prafulaben ADudhagara
(DIN :06604661) (DIN :07965907)

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