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Padmanabh Industries Ltd.

BSE: 526905 Sector: Industrials
NSE: N.A. ISIN Code: INE743D01011
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OPEN 4.86
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VOLUME 85
52-Week high 6.99
52-Week low 3.75
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Padmanabh Industries Ltd. (PADMANABHINDS) - Director Report

Company director report

To

THE MEMBERS

Your Directors have pleasure in submitting their 26th Annual Report of the Companytogether with the Audited Statements of Accounts of the Company for the year ended on 31stMarch 2020.

1. FINANCIAL PERFORMANCE /HIGHLIGHTS:

During the year under review the Company has incurred Loss of Rs. 464.30 Lacs. YourDirectors look forward to improve the financial position of the Company and are optimisticabout the future growth and performance of the Company.

The summarized standalone financial results of the Company for the period ended 31stMarch 2020 are as follows:

(Amount in Lakhs.)

Particulars Year Ending 31st March 2020 Year Ending 31st March 2019
Sales 0 0
Other Income 0.17 15.65
Total Income 0.17 15.65
Profit/(loss)before Interest Depreciation Tax (34.66) (4.68)
Less: Interest 0 0
Less: Depreciation & Amortization Cost 8.31 8.29
Less: Extraordinary items 0 0
Profit/(loss)Before Tax & Exceptional Item (42.97) (12.97)
Less: Tax Expenses(current + Deferred Tax) 0 (0.33)
Less: Exceptional Item 421.33 0
Profit/(loss)after Tax (464.30) (12.64)

2. CONSOLIDATED FINANCIAL STATEMENT

The Financial Statement of the Company for the Financial year 2019-20 are prepared incompliance with the applicable provisions of the Act Accounting Standards and asprescribed by Securities and Exchange Board of India (SEBI) under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as theSEBI Regulation). The Consolidated Financial Statement has been prepared on the basis ofthe audited financial statement of the Company as approved by their respective Board ofDirectors. Pursuant to the provisions of Section 136 of the Act the Financial Statementsof the Company the Consolidated Financial Statements along with all relevant documentsand Auditors report thereon form part of this Annual Report. The Financial Statements asstated above are also available on the website of the Company and can be accessed at theweblink www.padmanabhindustries.com.

3. DIVIDEND

Since the Company has incurred loss during the year ended on 31st March 2020 hencethe Board has not recommended/declared dividend for the year 2019-20.

4. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has Two (2) Subsidiary Companies.

CIN Name of Company Date of Incorporation
U74110GJ2016PTC094837 M/s Padmanabh Sports Private Limited 23/12/2016
U65993PB1976PTC003643 M/s Guardian Finance Private Limited 30/03/1976

A statement containing the salient features of financial statement of our subsidiariesin the prescribed format AOC-1 is appended to the financial statements of the Company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

6. 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.

7. CHANGES IN SHARE CAPITAL OF THE COMPANY

During the year there is no change in the share capital of the Company.

8. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

9. TRANSFER TO RESERVES

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

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand the date of this report except the outbreak of corona virus (COVID-19) pandemiccausing significant disturbance and slowdown of economic activity. The Companiesoperations and revenue were impacted due to COVID-19. Considering the continuinguncertainties the Company will continue to closely monitor any material changes to futureeconomic conditions.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.

13. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO

A. CONSERVATION OF ENERGY:

i. steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilizing alternate sources of energy : None

iii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement cost reduction product developmentor import substitution : None

iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a) the details of technology imported : None

b) The year of import: N.A.

c) Whether the technology has been fully absorbed: N.A.

d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A.

iv. the expenditure incurred on Research and Development : Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

i. Foreign Exchange Earning: NIL

ii. Foreign Exchange Outgo : NIL

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

15. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT. 2013

During the year the Company has given loan and the details of such loan given areprovided in note no.4 of the financial statements for the year ended on 31st March 2020.Further the Company has not made any investments and/or provided any guarantees during theperiod under review.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review the Company has entered into any contracts orarrangements with related parties. The particulars of Contracts or Arrangements made withrelated parties required to be furnished under section 134(2) are disclosed in theprescribed form (Form AOC-2) which is attached to this Report as Annexure "A".

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

a) Composition of Board;

Name of Directors Designation Category No. of Board Meeting held during the year No. of Board Meeting attended
Mr. Ashish M. Shah Chairman & Managing Director Executive director 9 9
Mr. Dhwanil S. Bhavnagari Director Non executive director 9 9
Mr. Hemal S. Shah Director Independent 9 8
Mr. Sandeep N. Gandhi Director Independent 9 9
Mrs. Kosha M. Shah (upto 31.05.2019) Director Independent 9 0
Ms. Aarti A. Singh (w.e.f. 14.11.2019) Director Independent 9 4

b) Changes in the Board during the year:

During the year under review Mrs. Kosha M Shah (DIN: 07056610) has resigned as a womanIndependent Director of the Company w.e.f. 31.05.2019.

During the year under review the board has appointed Ms. Aarti Anil Singh (DIN:08627488) as an additional director of the Company w.e.f. 14.11.2019.

c) Changes in Key Managerial Personnel:

• Appointment:

During the year Ms. Pratixa Satish Seju was appointed as a company secretary &Compliance Officer of the Company w.e.f. 14.11.2019.

• Cessations:

During the year Mr. Devang Prajapati resigned from the post of company secretary &Compliance Officer of the Company w.e.f. 19.04.2019.

d) RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articlesof Association of the Company Mr. Dhwanil Saumilbhai Bhavnagari (DIN: 07841269) beingliable to retire by rotation shall retire at the ensuing Annual General Meeting and beingeligible offer himself for reappointment. The Board recommends his reappointment.

e) NUMBER OF BOARD MEETINGS

During the year under review the Board duly met Nine (9) times on 19/04/201929/05/2019 03/06/2019 13/08/2019 31/08/2019 14/11/2019 14/12/2019 24/01/2020 and

13/02/2020 in respect of said meetings proper notices were given and proceedings wereproperly recorded and signed in the Minute Book maintained for the purpose.

18. KEY MANAGERIAL PERSONNEL

As on the date of this report the following persons are the Key ManagerialPersonnel(s) of the Company:

1. Mr. Ashish Mahendrabhai Shah Chairman & Managing Director

2. Mr. Rameshbhai Harilal Shah Chief Financial Officer

3. Ms. Pratixa Satish Seju Company Secretary & Compliance Officer (w.e.f.14.12.2019)

19. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.

20. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING:

All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and in the opinion of the Board the Independent directors meet the saidcriteria.

The Independent Directors met on February 13 2020 to discuss the performanceevaluation of the Board Committees Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non-independent Directors andBoard as whole. The performance of the Chairman taking into account the views of executiveDirectors and non-executive Directors and assessed the quality quantity and timeline offlow of information between company management and Board.

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards had been followed along with proper explanationrelating to material departures

(ii) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2020 and of the profitand loss of the company for that period;

(iii) 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;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015and Section 177 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings ofthe Board and its Powers) Rules 2014 as amended from time to time. It adheres to theterms of reference which is prepared in compliance with Section 177 of the Companies Act2013 and SEBI (LODR) Regulations 2015. The Members of the Committee are:-

Sr. No. Name of the Member Designation Category Number of meeting held Number Of meeting attended
1. Mr. Hemal S. Shah Chairman Independent Director 4 3
2. Mr. Sandip N. Gandhi Member Independent Director 4 4
3. Mr. Ashish M. Shah Member Executive Director 4 4

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.

During the financial year ended on 31st March 2020 the Audit Committee met (4) fourtimes on 29/05/201913/08/2019 14/11/2019 and 13/02/2020.

23. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.

The said policy is also available on the website of the Company atwww.padmanabhindustries.com

24. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

As on the date of this report the Committee comprises of the following members:

Sr. No Name of the Directors Designation Category Number of meeting Held Number of meeting attended
1. Mr. Hemal Shah Chairman Independent Director 1 1
2. Mr. Sandip Gandhi Member Independent Director 1 1
4. Mrs. Kosha Shah* (upto 31.05.2019) Member Independent Director 1 0
5. Mr. Dhwanil Bhavnagari ** (w.e.f. 31.05.2019) Member Non Executive Director 1 1

*Mrs. Kosha Shah has resigned from the post of Independent Director on 31.05.2019.

** Mr. Dhwanil Bhavnagari was appointed as a member of the Committee w.e.f. 31.05.2019.

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis available on the website of the Company.

Meetings of Nomination and Remuneration Committee:

During the year one meeting of the Committee was held on 14.12.2019.

As on 31.03.2020 Nomination and Remuneration Committee comprises following members.

Sr. No. Name of the Member Designation Category
1 Mr. Hemal Shah Independent Director Chairman
2 Mr. Sandip Gandhi Independent Director Member
3 Ms. Aarti Singh Independent Director Member

25. TAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Sr. No. Name of the Member Designation Category
1. Mr Hemal S. Shah Chairman Independent Director
2. Mr. Ashish M. Shah Member Non-Promoter Executive
3. Mr. Sandip Gandhi Member Independent Director

Details of Investor's grievances/ Complaints:

All investor complaints received during the year were resolved. The pending complaintsof the Shareholders/Investors registered with SEBI at the end of the current financialyear ended on 31st March 2020 are 2 (Two).

26. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has placed an adequate Internal Financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved.

28. AUDITORS

i. STATUTORY AUDITORS

M/s. Sunil Poddar & Co. Chartered Accountants (FRN: 110603W) were appointed as aStatutory Auditors of the Company by Board of Directors of the Company w.e.f. 14.12.2019to fill the Casual Vacancy caused by the resignation of M/s Nitin K Shah & Co.Chartered Accountants Ahmedabad (FRN: 107140W). Further their appointment as a StatutoryAuditor was ratified and approved by the members of the Company through Extra OrdinaryGeneral Meeting (EGM) held on 25.02.2020. Further it is proposed to appoint M/s SunilPoddar & Co. Chartered Accountants as a Statutory Auditors of the Company to holdoffice from the conclusion of 26th Annual General Meeting (AGM) till the conclusion of the31st Annual General Meeting of the Company to be held in the year 2025.

Management's response on the statutory auditor's Qualifications/Comments on theCompany's financial statements.

Qualification:

1. The Company has made investment in one of its wholly owned Subsidiary namelyPadmanabh Sport Private Limited and the said investment is carried at cost Rs. 100000 onthe balance sheet as at March 31 2020. Net worth of Investee Company has fully eroded ason balance sheet date and there is permanent diminution in the value of investment TheManagement has stated the said investment at cost amount which constitutes a departurefrom the Ind AS Accounting Standards prescribed under section 133 of the companies act2013.

2. All the value with regards to financial assets and financial liabilities in thefinancial statements has been stated at historical cost only irrespective of the fairvalue of the same which is departure from requirement of an Ind AS 113 (Fair valuemeasurement) and Ind AS 109 (Financial Instruments).

Response:

1. The Management wants to clarify that the Company had incorporated a wholly ownedsubsidiary under name and style of M/S. Padmanabh Sports Private Limited on 23/12/2016.Further the said subsidiary has a turnover of Rs. 16094702 in the F.Y. 19-20 and Rs.11623788 in the F.Y. 18-19. The said investment of the Company in its wholly ownedsubsidiary company is long term in nature and considering nature of investment thedecrease in value of investment made is temporary fluctuation therefore the Board hasdecided to state the said Investment at cost amount.

2. The Management wants to clarify that there is no material variation in theHistorical Cost of financial assets and financial liabilities in the financialstatementsand value with regards to financial assets and financial liabilities in thefinancial statements as per Ind AS 113 (Fair value measurement) therefore amount statedin the financial is as Fair Value.

ii. SECRETARIAL AUDITOR

M/s Vishwas Sharma & Associates Company Secretaries Ahmedabad were appointed asSecretarial Auditor of the Company to conduct secretarial audit pursuant to the provisionsof Section 204 of the Companies Act 2013. The secretarial audit of the Company has beenconducted on a concurrent basis in respect of the matters as set out in the said rules andSecretarial Audit Report given M/s Vishwas Sharma & Associates Company SecretariesSecretarial Auditor of the Company forms part of this report and is marked as"Annexure B".

The said report contains observation or qualification certain observation andqualification which are mentioned her under.

Qualification Explanation
Non-Compliance of the regulation 46(1) and 46(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which stipulates that a listed entity shall maintain a functional website containing the basic information about listed entity; however the Company does not maintain its website. The Board of Directors of the Company would like to inform you that due to inadvertent error the Company failed to renew its website therefore the website is temporary nonfunctional and the Company is in process to renew the website.
Non-Compliance of regulation 33(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 regarding submission of the financial results. The Company failed to submit financial results for the quarter ended March 31 2019 within 30 minutes of Board Meeting. Due to inadvertence the Company had done wrong attachment while uploading the financials results however the Company has rectify the mistake on the next day and uploaded the financial results for the quarter ended March 31 2019.
Non-Compliance of regulation 6(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which stipulates that a listed entity shall appoint a qualified Company Secretary as the Compliance Officer however; the Company has not appointed the same for the period from 19th April 2019 to 14th December 2019. As per Section 203(4) of the Companies Act 2013 the company has to appoint Whole-time Key Managerial Personnel within a period of six months from the date of resignation of Key Managerial Personnel. The Board of Directors of your Company would like to explain on the said observation that your Company took all reasonable steps to file up casual vacancy arose in office of Company Secretary & Compliance Officer but could not find any candidate. However on finding a candidate the Company has appointed Ms. Pratixa Seju as a Company Secretary and Compliance Officer w.e.f 14th December 2019.
Non-Compliance of Section 203(4) of the Companies Act 2013 which stipulates that the company has to appoint Whole-time Key Managerial Personnel within a period of six months from the date of resignation of Key Managerial Personnel however; the Company has not appointed the same for the period from 19th April 2019 to 14th December 2019. As per Section 203(4) of the Companies Act 2013 the company has to appoint Whole-time Key Managerial Personnel within a period of six months from the date of resignation of Key Managerial Personnel.
The Board of Directors of your Company would like to explain on the said observation that your Company took all reasonable steps to file up casual vacancy arose in office of Company Secretary & Compliance Officer but could not find any candidate. However on finding a candidate the Company has appointed Ms. Pratixa Seju as a Company Secretary and Compliance Officer w.e.f 14th December 2019.
Non-Compliance of the regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which stipulates that a listed entity shall make disclosures of any events or information which in the opinion of the board of directors of the listed company is material as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information. However the Company has made delay in filing the disclosure relating to appointment of Statutory Auditor and Company Secretary & Compliance Officer of the Company. The Company failed to submit disclosure regarding material event i.e. appointment of Statutory Auditor and Company Secretary & Compliance Officer of the Company within 24 hours of occurrence of event due to weak internet connection and technical issue in printer during the period.
Further Company shall be cautious regarding compliances related to stock exchange in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. And the late filing was un intentional by the Company.
As per Regulation 30 of SEBI (Listing Obligation Disclosure Requirements) Regulation 2015 read with Schedule III of the said regulation the Company has not filed disclosure to stock exchange regarding the resignation of Mrs. Kosha Malav Shah (DIN: 07056610) within 30 minutes. The Company missed to file disclosure as per Regulation 30 relating to the cessation of Mrs. Kosha Malav Shah (DIN: 07056610) Director of the Company with the Stock Exchange within the stipulated time period and such non-filing was not intentional.
Further Company shall be cautious regarding compliances related to stock exchange in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 so that such situation doesn't arises. And the late filing was un intentional.
As per Section 168 (1) of the Companies Act 2013 read with rule 15 of the Companies (Appointment and Qualification of Directors) Rules 2014 the Company has not filed e-form DIR-12 relating to the resignation of Mrs. Kosha Malav Shah (DIN: 070566610) within the stipulated time. The company has made default in filing form DIR-12 Mrs. Kosha Malav Shah Director of the Company. The Company missed to file DIR-12 relating to the resignation of Director with the MCA within the stipulated time period and such non-filing was not intentional.
However as on date the Company has filed DIR- 12 of Mrs. Kosha Malav Shah.
As per Section 170(2) of the Companies Act 2013 read with rule 18 of the Companies (Appointment and Qualifications of Directors) Rules 2014the Company has not filed e-form DIR-12 relating to the appointment of Ms. Pratixa Seju as a Company Secretary and Compliance Officer of the Company within the stipulated time. The company has made default in filing e-form DIR-12 of Ms. Pratixa Seju Company Secretary and Compliance Officer of the Company. The Company missed to file DIR-12 and MGT-14 relating to the appointment of Ms. Pratixa Seju as a Company Secretary and Compliance Officer of the Company with the MCA within the stipulated time period due to some technical error in form and such non-filing was not intentional.
However as on date the Company has filed DIR- 12 and MGT-14 of Ms. Pratixa Seju Company
As per Section 179(3) of the Companies Act 2013 read with rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014 the Company has not filed e-form MGT-14 relating to the appointment of Ms. Pratixa Seju as a Company Secretary and Compliance Officer of the Company within the stipulated time. The company has made default in filing e-form MGT-14 of Ms. Pratixa Seju Company Secretary and Compliance Officer of the Company. Secretary and Compliance Officer of the Company.
As per Section 139(8) read with rule 4(2) of the Companies (Audit and Auditors Rules) 2014 the Company has not filed e-form ADT-1 relating to the appointment of Statutory Auditors of the Company within the stipulated time. The company has made default in filing e-form ADT-1 for the appointment of Statutory Auditor of the Company. The company has made default in filing e-form ADT-1 of Statutory Auditor of the Company. The Company missed to file ADT-1 relating to the appointment of Statutory Auditor of the Company with the MCA within the stipulated time period and such non-filing was not intentional.
However as on date the Company has filed ADT- 1 of Statutory Auditor of the Company.
As per Rule 3 of Companies (Acceptance of Deposits) Rules 2014 that the Company shall file e-form DPT 3 within 60 days from end of financial year the Company has not filed e-form DPT 3 within the stipulated time. The Company has made default in filing e-form DPT 3. The Company missed to file DPT 3 with the MCA within the stipulated time period and such nonfiling was not intentional.
Non Compliance of Section 186 of Companies Act 2013 which stipulates that No loan shall be given at a rate of interest lower than the prevailing yield of one year three year five year or ten year Government Security closest to the tenor of the loan as the Company has given interest free loan to its subsidiary. The Company has given loan to its wholly owned subsidiary i.e. Padmanabh Sports Private Limited which was Promoted by our Company and it's our Group Company. The Padmanabh Sports Private Limited is running into loss so its unable to pay the interest to the Company. The management of Company is well aware about the Section 186 and its rules. Thus stating the said loan is interest free loan is false the noncompliance is due to the non-capacity of WOS to pay the interest due to its financial position.

iii. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

29. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"C" and is attached to this Report.

30. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as no remuneration is paid to any of the directors of thecompany nor any employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

31. EXTRA ORDINARY GENERAL MEETING

During the year under review 1 (One) Extra-Ordinary General Meeting was held. TheCompany has passed following resolution through Extra-Ordinary General Meeting.

Name of Resolution Type of Resolution
Appointment of Statutory Auditor Ordinary Resolution

32. 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.

33. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) (e) of the Listing Regulations is given as an"Annexure D" to this report.

34. FINANCIAL CALENDAR

The Company expects to announce the unaudited/audited quarterly results for the year201920 as per the following schedule:

First quarter: 2nd week of August 2020 Half-yearly results: 2nd week of November 2020Third quarter: 2nd Week of February 2021 Yearly Results: By end of May 2021

35. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
Date: 10.11.2020
Place: Ahmedabad
Ashish M. Shah
Chairman cum Managing Director
(DIN:03129204)

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