Aditri Industries Ltd Directors Report.

2018-19

TO,

THE MEMBERS,

ADITRI INDUSTRIES LIMITED

Your Directors are pleased to present the 24th Annual Report and the Company’s Audited Financial Statements for the financial year ended March 31, 2019.

1. FINANCIAL RESULT

The Summarized performance of the Company for the financial years 2018-19 and 2017-18 is given below:

(Rs. In Lakh)

Particulars 31.03.2019 31.03.2018
Revenue from Operations 169.82 113.82
Other Income 0.26 0.22
Total Revenue 170.07 114.05
Total Expenditure (including Change in Inventories) 197.45 1270.08
Profit Before Tax -27.38 -1156.04
Less: Tax expense/ Deferred tax liability 0.00 -85.71
Profit after Tax -27.38 -1583.27
Earnings Per Share -0.22 -12.70

2. OPERATIONAL OVERVIEW

For the year ended 31st March, 2019, your Company has reported total revenue and net profit after taxation of Rs.170.07/- Lakh and Rs. 27.38/- Lakh respectively as compared to last year’s total revenue and net profit after taxation of Rs.114.05 Lakh and Rs. -1583.27/- Lakh respectively. Directors are striving hard to improve the performance of the Company.

3. SHARE CAPITAL & RESERVES

Authorized & paid up capital

The Authorized and paid up equity share capital of the Company as on March 31, 2019 was Rs.1250.00 and Rs.1246.96 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options or sweat equity shares. As on 31st March, 2019, none of the Directors of the Company hold convertible instruments in the Company.

Reserves

The Company has not transferred any portion of profits to General Reserve Account for the financial year.

4. DIVIDEND

Your Directors do not recommend any dividend during the year under review.

5. CHANGE IN THE NATURE OF THE BUSINESS:

During the year under review there was no change in the nature of the business of the Company. The Company continues to operate in the same business line.

6. NAME CHANGE OF THE COMPANY

The board of directors of the Company in its meeting held on 26th April, 2018 has changed the name of the Company from Anshu’s Clothing Limited to Aditri Industries Limited, approved by the Shareholders vide a postal ballot concluded on 29th May, 2018.

7. AMENDMENT IN MAIN OBJECT CLAUSE

The Object Clause of the Company has been changed by the Board in their meeting held on 26th April, 2018, approved by the Shareholders vide a postal ballot concluded on 29th May, 2018.

8. RECLASSIFICATION OF PROMOTER/PROMOTER GROUP

Due to change in regulations BSE has directed to make fresh application for reclassification. On 24th June, 2019 the Company has received an application from Ravi Bhandari HUF, Lolipop Fashions Private Limited and Mr. Ravi Bhandari, Promoters of the Company holding NIL shares in the Company for Reclassification from Promoter category to Public under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended. The said matter is to be taken for member’s approval at the ensuing Annual General Meeting of the Company.

9. REGISTERED AND CORPORATE OFFICE: Corporate Office

The Company has shifted its Corporate office from A-207, Fairdeal House, Swastik Char Rasta, C.G. Road, Ahmedabad-380009 to Bolai Kutir 23A/lB, Justice Dwarkanath Road, Opp. Ramrik School, Bhowanipore, Kolkata-700020 with effect from 22nd October, 2018.

Registered Office

During the year under review the registered office of the Company shifted from A-212, Titanium City

Centre, Near IOC Petrol Pump 100 FT Road, Satellite, Ahmedabad-380015 to G.F. 012- Satyam Mall, Opp. Saman Complex. Near Vishweshwar Mahadev Mandir, Satellite, Ahmedabad- 380015 with effect from 01st January, 2019.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments

The following appointments were made by the board of directors of the Company in its meeting held on 22nd October, 2018:

• Mr. Keyur Majmudar was appointed as an additional executive non-independent director and Chief Financial Officer of the Company, approved by the members of the Company vide postal ballot concluded on 01st May, 2019.

• Mrs. Ritu Majmudar was appointed as an additional non-executive non-independent director of the Company, approved by the members of the Company vide postal ballot concluded on 01st May, 2019.

• Mr. Abhishek Doshi was appointed as an additional non-executive director of the Company, approved by the members of the Company vide postal ballot concluded on 01st May, 2019.

The following appointment was made by the board of directors of the Company in its meeting held on 14th November, 2018

• Mr. Keshav Kumar Jha was appointed as an additional non-executive director of the Company, approved by the members of the Company vide postal ballot concluded on 01st May, 2019.

The following appointments were made by the board of directors of the Company in its meeting held on 25th April, 2019:

• Ms. Ritu Randhir Pathak was appointed as an additional non-executive director of the Company, subject to approval by members at the ensuing Annual General Meeting of the Company.

• As required under the section 203 of the Companies Act, 2013, the board has appointed Mr. Rafikul Mondal as the Chief Financial Officer (Key Managerial Personnel) of the Company with effect from 25th April, 2019.

• As required under the section 203 of the Companies Act, 2013, the board has appointed Ms. Komal Keshwani as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 25th April, 2019.

The following appointments were made by the board of directors of the Company in its meeting held on 30th May, 2019

• Mr. Avik Kumar Mitra was appointed as an additional non-executive director of the Company, subject to approval by members at the ensuing Annual General Meeting of the Company.

Resignations:

The following resignations were made by the board of directors of the Company in their meeting held on 22nd October, 2018

• Mr. Ravi Bhandari resigned from the post of Managing Director and director of the Company with effect from 22nd October, 2018.

• Mr. Ravi Bhandari resigned from the post of Chief Financial Officer of the Company with effect from 22nd October, 2018.

• Mr. Rajesh Vora resigned from the post of director of the Company with effect from 22nd October, 2018.

The following resignations were made by the board of directors of the Company in their meeting held on 14th November, 2018

• Mr. Maheshkumar Purabia resigned from the post of director of the Company with effect from 14th November, 2018

• Ms. Nisha Bhagvani resigned from the post of Company Secretary and Compliance officer of the Company with effect from closing of the business hours of 15th November, 2018.

The following resignations were made by the board of directors of the Company in their meeting held on 25th April, 2019

• Mr. Keyur Majmudar resigned from the post of Chief Financial Officer of the Company with effect from 25th April, 2019.

• Mrs. Sunita Ajay Jain resigned from the post of director of the Company with effect from 25th April, 2019

The following resignations were made by the board of directors of the Company in their meeting held on 30th May, 2019

• Mr. Keshav Kumar Jha resigned from the post of director of the Company with effect from 30th May, 2019

• Ms. Ritu Randhir Pathak resigned from the post of director of the Company with effect from 25th April, 2019.

The following resignations were made by the board of directors of the Company in their meeting held on 3rd July, 2019

• Ms. Komal Keshwwani, Company Secretary has resigned from the post of the Company Secretary of the Company w.e.f. 3rd July, 2019.

Re-appointment

Subject to the provisions of section 152(6) of the Companies Act, 2013, Mrs. Ritu Majmudar Non- Executive Non- Independent Director of the Company, retire by rotation at the ensuing AGM and, being eligible, seeks reappointment. The Board recommended her reappointment.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

Apart from changes as mentioned above, no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate upto the date of this report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities, the provision regarding this disclosure is not Applicable.

b) Technology absorption:

There is no specific area in which company has carried out any Research & Development. No technology has been imported as the company does not carry on any manufacturingactivity.

c) Foreign exchange earnings and Outgo

i. Foreign Exchange Earnings NIL
ii. Foreign Exchange Outgo NIL

13. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT- 9 as a part of this Annual Report as ANNEXURE I

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis Report of the Company for the year under review is presented in a separate section forming part of the Annual Report is attached herewith as ANNEXURE-II

15. DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES /ASSOCIATE COMPANIES:

During the year under review, there was no holding / Subsidiary Company / Joint Ventures /Associate Companies.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the provisions of section 186 of the Companies Act, 2013, your Company has not taken any loans or made any investments or guarantees during the year 2018-19.

17. PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. RELATED PARTIY TRANSCATIONS

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on arm’s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel or any other related party transactions which may have a potential conflict with the interest of the

Company at large and thus disclosure in Form AOC-2 is not applicable to your Company.

The Board along with the Audit Committee has formulated Policy on Related Party Transactions; detailed policy is also available at www.aditriindustries.in

19. CODE OF CONDUCT

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. The declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

20. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Directors have given declaration to the Company that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

21. DIRECTORS’ RESPONSIBILITY STATEMENT

I. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

II. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

III. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. the directors had prepared the annual accounts on a going concern basis; and

V. the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; VI. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of Individual Directors and the Board as a whole. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated).

The Directors expressed their satisfaction with the evaluation process.

23. BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the Financial Year under review, the Board of Directors of the Company met for 14 times.

24. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the said Committees along with their charters, composition and meetings held during the financial year, are provided in the "Report on Corporate Governance", as a part of this Annual

Report.

25. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

The Company has submitted one-time settlement application with the Bank of Baroda which was approved by Bank on 21st March, 2018 and Company has paid 2.60 Crore to Bank of Baroda as full and final payment against the outstanding amount. No Due Certificate has been received by your Company from Bank of Baroda on 03rd April, 2018 company had filed necessary forms with Registrar of Companies.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable to the company.

27. LISTING

The equity shares of the Company are listed with BSE Limited and Metropolitan Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the Stock Exchange.

28. DEPOSITS:

Pursuant to provisions of section 73, 74 and 76 of the Companies Act, 2013 read with rule 8(5)(v) of Companies (Accounts) Rule, 2014, your Company has not accepted or invited any deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2019.

29. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial controls to support the preparation of the financial statements.

30. CORPORATE GOVERNANCE

As required in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance along with certificate from Auditors of the Company confirming compliance with conditions of Corporate Governance requirements by the Company, forms part of the Annual report and is attached herewith as ANNEXURE- III

31. AUDITORS

Statutory Auditors:

The Statutory auditors of the Company, M/s. Loonia & Associates tendered their resignation on 24th December, 2018. Pursuant to the provisions of Sections 139 to 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the underlying rules and on the recommendation of the Audit Committee, the Board of Directors in its meeting held on 31st January, 2019, proposed that M/s. Dangi & Co., Chartered Accountants (Firm Registration number: 315088E) be and is hereby appointed as the statutory auditor of the Company to fill casual vacancy caused due to the resignation of M/s. Loonia & Associates.

M/s. Dangi & Co. Chartered Accountants are appointed as Statutory Auditors for conducting statutory audit of the Company for the F.Y. 2018-19 and shall hold office upto the ensuing Annual General Meeting of the Company, on a remuneration that may be determined by the Board of Directors in consultation with the auditor. The appointment was approved by the members of the Company vide Postal Ballot concluded on 1st May, 2019.

M/s. Dangi & Co. Chartered Accountants, Kolkata are proposed to be appointed as the Statutory Auditors of the Company from the conclusion of this 24th Annual General Meeting of the Company upto the conclusion of 28th Annual General Meeting of the Company, subject to the approval by members of the Company.

M/s. Dangi & Co. Chartered Accountants, Kolkata have forwarded their certificates to the Company stating that their appointment made, is within the limit specified in that behalf in section 141 of the Companies Act, 2013.

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Internal Auditor

The internal auditor of the Company has resigned with effect from 14th November, 2018.

Secretarial Auditor:

In terms of Section 204 of the Companies Act, 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Alpana Sethia Company Secretary in practice to undertake Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report is annexed herewith in the prescribed form MR-3 as Annexure IV

The Auditors’ Report does not contain any qualification.

32. RISK MANAGEMENT POLICY

A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate all identified major risks through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The

Company’s internal control systems are commensurate with the nature of its business and the size and complexity.

33. REMUNERATION POLICY

The Company on the recommendations of the Nomination and Remuneration Committee has developed a policy for remuneration of Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.

The Remuneration Policy has been uploaded on the website of the Company at www.aditriindustries.in

34. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has framed a Whistle Blower policy for directors and employees to deal with genuine concerns of fraud and mismanagement, if any. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.aditriindustries.in

35. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal), Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Policy for Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act 2013 has been uploaded on the website of the Company at www.aditriindustries.in

37. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE636N01016. As on 31st March, 2019 total 12,469,560 equity shares of the Company have been dematerialized.

38. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Date: 29.08.2019 by order of the Board of Directors
Place: Ahmedabad For, Aditri Industries Limited
SD/-
Keyur Majmudar
Chairman & Managing Director
DIN: 00656071