Adhiraj Distributors Ltd Directors Report.

The Members,

Adhiraj Distributors Limited

Your Directors present the 9thAnnual Report of your Company along with the Financial Statements for the year ended 31st March, 2019.

Financial Highlights:

Particulars Year Ending March, 2019 Year Ending March, 2018

Amt. in Rs.

Amt. in Rs.

Sales 3,50,00,000.00 1,08,57,230.96
Other Income 58,13,490.64 57,59,614.00
Total Income 4,08,13,490.64 1,66,16,844.96
Less: Expenditure 3,88,03,987.00 1,45,74,876.30
Profit/ (Loss) before
Interest, depreciation and Tax 27,02,592.64 20,41,968.66
Less: Interest 6,93,089.00 -
Less: Depreciation & Amortization Cost - -
Profit/ (Loss) before
20,09,503.64 20,41,968.66
Tax
Less: Tax Expense
Current Tax & Tax for
5,22,470.00 5,23,737.00
Earlier Year
Deferred Tax - -481
Profit/ (Loss) after
14,87,033.64 15,18,712.66
Tax
Add: Profit/ (Loss)
42,78,415.21 27,59,702.55
Brought Forward
Amount available for
57,65,448.85 42,78,415.21
Appropriation/ (Loss)

Appropriations:

The Company proposes to retain an amount of Rs. 14,87,033.64 in Profit and Loss Account. Your directors regret for not recommending dividend on equity shares. The Profit has been retained for future expansion of the company.

Material changes and commitments after the end of financial year:

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

Issue of Shares

• The Company has not granted any Employees Stock Option.

• The Company has not issued any sweat Equity Shares.

• The Company has not issued any equity shares with differential rights.

Particulars of loans, guarantees or investment:

The Particulars of Loan given, Investment made, Guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the financial statement.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

Details of energy conservation are not applicable to the company, no technology has been absorbed or imported by the company and Foreign Exchange earning & outgo is NIL.

Deposits:

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Directors:

As per the provisions of the Companies Act, 2013, and the Articles of Association, Mr. Narayan Gope is liable to retire by rotation at the 9thAnnual General Meeting. Mr. Narayan Gope has confirmed his eligibility and willingness to accept the office of Directorship of your Company, if appointed. In the opinion of your Directors, Mr. Narayan Gope has the requisite qualifications and experience which would be of value to your Company and would enable him to contribute to the Company in his capacity as the Director of the Company.

The Board recommends that the resolution relating to the re-appointment of Mr. Narayan Gope as Director of your Company be approved.

None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, commission, sitting fees.

Declaration given by Independent Directors:

All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Familiarisation programme for Independent Directors:

The Companys familiarisation program for

Independent Directors provides training at the time of joining to enable them to understand the operations, business and other details of the Company. The Independent Directors are regularly briefed on the developments that are taking place in the Company and its operations, etc.

Number of meetings of the Board:

The Board meets at regular intervals to review the

Companys businesses and discuss its strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation.

During the year, Seven board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Committees of the Board:

The details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings are provided in the

"Report on Corporate Governance".

Currently, the Board has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3)(C) of the Companies Act, 2013:

(i) That in the preparation of annual financial statements for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) That such accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2019 and of the profit of the Company for that year;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) That proper internal financial controls are in place and that the financial controls are adequate and are operating effectively.

(vi) That systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and are operating effectively.

Management Discussion & Analysis Report and Report on Corporate Governance:

As per SEBI (Listing Obligation and Disclosure Requirement) Regulation,2015 with the Bombay Stock Exchange Limited, the Corporate Governance Report and the Management Discussion and Analysis Report are annexed and form part of the Directors Report (Annexure ‘1& ‘2 respectively).

Certificate dated 3rd September, 2019 from a Practicing Company Secretary Ayushi Khetan (M. No. 52589), regarding the compliance of conditions of Corporate Governance as stipulated in as per SEBI (Listing Obligation and Disclosure Requirement)

Regulation,2015 with the Stock Exchange is annexed to this Report (Annexure ‘1)

Directors Appointment and Remuneration Policy:

The Board has, on recommendation of the Nomination and Remuneration Committee formulated a policy for selection and appointment of Directors, senior Managements and their remuneration. The details of the said policy are stated in the Corporate Governance Report. (Annexure 3)

Annual Evaluation of Performance by the Board:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, the Board has carried out an evaluations of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The manner in which the evaluation has been carried out is mentioned in the Corporate Governance Report.

Related Party Transaction:

All Related Party Transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

Corporate Social Responsibility:

Pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014.

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

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Policy is hosted on Companies Website www.adhirajdistributors.com.

Code of Conduct

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc. The Policy is hosted on Companies Website www.adhirajdistributors.com. A declaration regarding Code of Conduct is signed by the Managing Director of the Company and enclosed in Corporate Governance Report.

Vigil Mechanism/Whistle Blower Policy

As per Section 177(10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established an effective vigil mechanism named Whistle Blower

Policy ("the Policy") which is also in conformity with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with a view to provide a mechanism for Directors and Employees of the Company inter alia to raise genuine concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Company encourages its employees to use the mechanism and has made provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. Adequate safeguards against victimization of the persons who use such mechanism are provided in the policy. The policy is posted on the website of the Company www.adhirajdistributors.com.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complaint during the year 2018-19.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. iii

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 4"

Details pertaining to remuneration as required under section 197(12) of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

i. The percentage increase in remuneration of each

Director, Chief Financial Officer and Company Secretary during the financial year 2018-19, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

The median remuneration of employees of the Company during the financial year was Rs. 0.60 Lakhs. iii. There were 5 permanent employees working in the Company as on March 31, 2019

ii. There is no change in remuneration of Managing Director and performance of the Company decreases by 1.59 % to Rs. 20.06 Lacs in 2018-19 (20.42 Lacs in 2017-18).The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Not Applicable.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Statutory Auditors:

In compliance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification (s)/ re-enactment(s)/ amendment(s) thereof, for the time being in force), M/s. A Agarwal & Associates (Firm Registration No. 326873E), were appointed as Statutory Auditors at the 7th Annual General Meeting of the Company held on 18th September 2017 to hold office for the term of five (5) consecutive years from the conclusion of the 7th Annual General Meeting until the conclusion of the 12th Annual General Meeting of the Company subject to the ratification at the Annual General Meeting in each of the subsequent years during the aforementioned term of their appointment.

However with the Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs (‘MCA), the first proviso to section 139 (1) of the Companies Act, 2013 pertaining to the requirement of annual ratification of appointment of Auditors by Members is omitted.

Accordingly, as per the Companies (Amendment) Act, 2017, ratification of the appointment of Statutory Auditors during their period of appointment will not be considered.

Secretarial Auditors:

In accordance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Ayushi Khaitan, Company Secretaries, (ACS No. 52589 and CP No. 19325) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2018-19 is set out in the Annexure ‘5 to this Report.

Risk Management Policy

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk management Policy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support and cooperation received from customers, dealers, suppliers, financial institutions and others in successfully conducting the Companys business operations. Your

Directors also wish to place on record their deep sense of appreciation for the commitment and dedicated service of the Companys employees. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

On behalf of the Board of Directors,

Sd/-

Mr. Gopal Agarwal

(Din: 07821175)

Sd/-

Mr. Narayan Gope

(Din: 07792366)