Ador Multi Products Ltd Directors Report.

To,

The Members,

Your Directors hereby present the Companys 72nd Annual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

During the year under review, financial performance of your company was as under:

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from operation 825.56 727.86 987.11 727.85
Other Income 31.49 18.18 54.15 18.18
EBITDA (10.62) (110.15) (256.64) (110.15)
Finance Cost /Interest 11.99 6.84 36.85 6.84
Depreciation 20.09 20.25 25.95 20.25
Profit before Tax (42.70) (137.24) (319.44) (137.24)

2. DIVIDEND:

In view of the losses incurred, your Directors do not recommend dividend for the year under review.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the period under review, the revenue from the operations of the company has increased to Rs. 825 Lakhs as compared to previous years Revenue of Rs. 727.86 Lakhs. Your company has recorded significant increase of 13.34% in the revenue from operation during the current financial year as compared to the corresponding financial year due to discontinue of trading business.

Your Company has transitioned to focus from a legacy business to focus on contract manufacturing andpioneering skincare in India, especially in the cleanbeauty space.

Over the last twenty four months, the company has made considerable investments and re-aligned to focus on:

1. Contract Manufacturing (with partnerships in product development and testing). Upgraded its factoryat Puducherry to include a clean room facility and enhance capacities for sanitizers.

2. Brand partnerships

3. Brand investments

4. Own brand development

5. Ecommerce Distribution

6. Joint Venture Collaborations for Brand building

Going forward, the Company will continue to review and reinforce its strategies and action plans to rapidly scale up its global foot print. It has built contracts with international clients and that should bear fruit in the coming year.

Shifting consumer preference towards convenient hygiene products is expected to drive the market. In addition, the recent COVID-19 pandemic at the beginning of 2020 has spurred the market for hand sanitizer and hand wash. Your company is expecting that these products will boost the revenue growth of the company atleast three times in the Current Financial Year as compared to the previous financial year.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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 on the date of this report.

5. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of Business of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

During the year under review, there was no amount due to be transferred to the Investor Education and Protection Fund.

7. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABOSORPTION:

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

8. FOREIGN EXCHANGE EARNINGS / OUTGO: -

Your Company has not carried out any activities relating to the export and import during the financial year.

9. REPORT ON CORPORATE GOVERNANCE:

Your company is under exemption of compliance of Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 25, 26, 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and hence Report on Corporate Governance and Auditors Certificate on Corporate Governance is not applicable to the Company.

CEO and CFO certification:

As required by regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certification as specified in Part B of Schedule II is not applicable.

10. REPORT ON MANAGEMENT DISCUSSION &ANALYSIS:

A detailed Management Discussion and Analysis as required under regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure A, which forms part of this Boards Report.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES:

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries/ associate company/joint venture in Form AOC-1 is attached with this Report. The Company has two subsidiary companiesi.e. 1908 E-Ventures Private Limited and Anatomicals Ador India Private Limited within the meaning of the Companies Act, 2013 ("Act").Form AOC - 1, is appended as Annexure- B to the Boards Report.

Your company has entered into a Joint Venture

12. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public and accordingly no amount was outstanding as on the date of the Balance Sheet.

13. EXTRACT OF THE ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form No. MGT 9, as at the financial year ended 31stMarch, 2020, is given in Annexure C, which forms part of this Boards Report.

14. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met six times during the financial year 2019-2020 in compliance with the provisions of the Companies Act, 2013. The intervening gap between any two meetings was within the period of 120 days as prescribed by the Companies Act, 2013.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013:

Your Company had given an Inter corporate deposit (ICD) of Rs. 1,00,00,000 (Rs. One Crore only) to M/s. 1908 E- Ventures Pvt. Ltd. out of which ICD of Rs. 99,99,990 has been converted into 3,84,615 Equity Shares of Rs. 10 each at an issue price of Rs. 26 per shares on 20th March, 2020. Your Company had also invested in Compulsory convertible Debentures (CCDs) of Rs. 2,40,00,000 in earlier years but out of which CCDs of Rs. 80,00,000 (Eighty Laks only) has been converted into 3,20,000 Equity Shares of Rs. 10/- each at a conversion price of Rs. 25/- each. Consequently the Shareholding of your Company in 1908 E-Ventures Pvt. Ltd. has increased from 38% to 61.23%, hence it has become subsidiary company of your company during the period under review.

Your company has also started a Joint Venture company with a UK based company to manufacture and sell in India under the name "Anatomicals Ador India Private Limited" with an initial investment of Rs. 17,40,000/-.

Except above,there were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions with Related Parties 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 transactions with related parties made by the Company with the promoters, Directors, key managerial Personnel which may have potential conflict with the interest of the Company at large. Accordingly the Particulars of contracts or arrangements with related parties referred to Section 188 of the Companies Act, 2013 in the prescribed form AOC-2,is not applicable.

17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) of the Companies Act, 2013, adopted by the Board has been posted on its website.

18. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts,the applicable accounting standards had been followed along with proper explanation relating to materialdepartures;

(b) 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;

(c) 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;

(d) the directors had prepared the annual accounts on a going concernbasis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review the Board of Directors of your Company was duly constituted with 1 Executive Director, 1 Non - Executive(Woman) Director and 3Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration)Rules, 2014 and in accordance with Article 49 of the Articles of Association of the Company, Mr. Deep Lalvani,Director(DIN: 01771000) oftheCompany,retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company

Secretaries of India (ICSI), brief resume of theDirectors proposed to be appointed re-appointed, is annexed to the Notice convening 72nd Annual General Meeting (AGM).

The detail ofKey Managerial Personnel and changes made in KMPs during the financial year 2019-20 are as under:

1. Resignation of Ms. RasikaMandhekar, Company Secretary and Compliance Officer w.e.f. 26thNovember, 2019.

2. Appointment of Ms. Pinki Sharma as Company Secretary and Compliance Officer w.e.f. 10thFebruary, 2020.

3. Resignation of Ms. Ninotchka Malkani Nagpal, Director w.e.f. 12thNovember, 2019.

4. Appointment of Ms. Tina Ratan as Chief Financial Officer w.e.f. 12thNovember, 2019.

5. Appointment of Ms. Tina Ratan as Whole Time Director w.e.f. 12th November, 2019.

6. Re-designation of Mr. Deep Lalvani as Non-Executive Director of the company.

7. Resignation of Mr. Deep Lalvani as Chief Financial Officer w.e.f. 12th November, 2019.

8. Appointment of Ms. Tanya Advani as Director w.e.f. 12th November, 2019

9. Appointment of Mr. SandeepAhuja as Independent Director w.e.f. 14th February, 2020.

20. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulation, 2015.

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Composition of Audit Committee is as below:

Name of Director Category Chairman / Member
Mr. GauravLalwani Independent Director Chairman
Mr. Navroze Marshall Independent Director Member
Mr. Deep Lalvani Executive Director Member

22. DISCLOSURE OF COMPOSITION OF STAKE HOLDER RELATIONSHIP COMMITTEE: The Composition of Stakeholder Relationship Committee is as below:

Name of Director Category Chairman / Member
Ms Tanya Advani Non Executive Director Chairman
Mr. Deep Lalvani Executive Director Member

23. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNARATION COMMITTEE:

The Composition of Nomination & Remuneration Committee is as below:

Name of Director Category Chairman / Member
Mr. GauravLalwani Independent Director Chairman
Mr. Navroze Marshall Independent Director Member
Ms. Tanya Advani Non Executive Director Member

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism (which incorporates a whistle blower policy in terms of listing agreement) for directors and employees to report their genuine concerns. The Policy is also available on the Companyswebsite.

25. POLICIES OF THE COMPANY

Your Company has posted the following documents on itswebsite

1. Materiality of event & information

2. Preservation of documents

3. Whistle Blower cum Vigil Mechanism.

4. Prevention of Sexual Harassment

5. Remuneration Committee

6. Nomination & Remuneration Policy

7. Archive Management Policy

8. Independent Director Appointment-T&C

9. Audit Committee Charter

10. Code of Conduct for Prevention of Insider Trading

11. Code of Practices and Procedures for fair disclosure

12. Stakeholders Relationship Committee

26. AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s.Praveen and Madan (Formerly known as Srinivas and Subbalakshmi), Chartered Accountants, Bangalore [Firm registration No.011350S], are appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 10th August, 2018 for a period of five consecutive years from the conclusion of the 70th Annual General Meeting of the Company till the conclusion of the 75th Annual General Meeting to be held in year 2023.

Report on Frauds, if any:

During the year under review, no incidence of any fraud has occurred in the Company. Neither the Audit Committee of the Board, nor the Board of the Company had received any report involving any fraud, from the Statutory Auditors of the Company. As such, there is nothing to report by the Board, as required under Section 134 (3) (ca) of the Companies Act, 2013.

INTERNAL AUDITORS:

The Company has appointed M/s. Balakrishna& Co., Chartered Accountants, as its Internal Auditor. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and report the same to the Audit Committee on quarterly basis. Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthens the controls.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the CompaniesAct,2013 and the Rules made there under, Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS 8103; C P No. 8064), Pune, was appointed to conduct a secretarial audit of the Companys Secretarial and related records for the financial year ended 31 March, 2020. The Practicing Company Secretary has submitted her Report on the secretarial audit conducted by her which is given in Annexure D and forms part of this Boards Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Auditors in their report.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations.The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

28. RISK MANAGEMENTPOLICY:

The Board regularly reviews the risk management strategy of the Company to ensure the effectiveness of implementation of the risk management policies and procedures. Your Directors do not foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013:

Your 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 &Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, neither any complaints of sexual harassment were received by ICC, nor were there any complaints relating thereto which required any disposal thereof.

31. CHANGES IN SHARECAPITAL:

During the year under review, the paid up share capital has increased from Rs. 3,75,81,780to Rs. 3,96,36,330 in the following manner:

Date of Allotment No. of shares allotted Mode Cumulative Paid Up share capital (In Rs.
10th February, 2020 2,05,455 Preferential issue 3,96,36,330

32. PERFORMANCE EVALUATION OF THE DIRECTORS ETC:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation by the Board of its own performance and that of the various Committees of the Board and the individual Directors. The framework of performance evaluation of the Directors captures the followingpoints:

Key attributes of the Independent Directors that justify his / her extension / continuation on the Board of the Company;

Participation of the Directors in the Board proceedings and his/her effectiveness;

The evaluation was carried out by means of the replies given / observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them, adequacy and effectiveness of the various Committees of the Board and the performance of the Board.33. INFORMATIONFORMINGPARTOFTHEDIRECTORS REPORTPURSUANTTORULES OFTHECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES,2014:

Disclosure pertaining to remuneration and other details 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 and also the Statement containing particulars of employees as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in Annexure E forming part of this Report.

34. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations infuture.

36. ACKNOWLEDGEMENTS:

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

For and behalf of the Board of Directors of Ador Multi Products Limited

Sd/- Sd/-
Deep A Lalvani Tanya Halina Advani
Director Director
DIN:01771000 DIN:08586636
Place: Mumbai
Date: 13th August, 2020