Ador Multi Products Ltd Directors Report.

To,

The Members,

Your Directors hereby present the Companys 71st 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, 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

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

Rs. in lacs

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from operation 727.86 692.25 727.85 692.25
Other Income 18.18 16.13 18.18 16.13
EBITDA (110.15) (63.57) 110.15 (63.57)
Finance Cost /Interest 6.84 17.96 6.84 17.96
Depreciation 20.25 12.11 20.25 12.11
Profit before Tax (137.24) (93.64) (137.24) (93.64)

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. 727 Lakhs as compared to previous years Revenue of Rs. 692 Lakhs. Your company has recorded significant increase of 5.14% in the revenue from operation during the current financial year as compared to the corresponding financial year due to discontinue of trading business.

Over the past eighteen months, the company has invested heavily to transition the company to the next stage of growth. The company over the FY 18-19 invested in setting up a clean room, state of the art facilitiy in Pondicherry and is now well equipped to cater to all kinds of high end products. The company has also further taken steps forward to invest in brands and integrate the same with the manufacturing capabilities. Apart from investments in 1908 E-Ventures Pvt. Ltd. and Treeline Pvt. Ltd. the company is working on a Joint Venture strategy with a UK based company to manufacture and sell in India. The company is also working closely with Amazon India to launch an exclusive brand (all of which will be manufactured at the factory in Pondicherry).

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.

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 ASSOCIATE COMPANIES:

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 one associate company i.e. 1908 E-Ventures Private Limited within the meaning of the Companies Act, 2013 ("Act").Form AOC - 1, is appended as Annexure-B to the Boards Report.

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 31st March, 2019, 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 2018-2019 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 OF THE COMPANIES ACT, 2013:

Your Company has made an investment of Rs. 2,80,00,000/- (Rs. 40,00,000 in Equity and Rs. 2,40,00,000/- in Compulsorily Convertible Debentures) in its joint venture/ associate companyi.eM/s. 1908 E-ventures Pvt. Ltd. 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 material departures;

(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 concern basis;

(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 operating effectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company is duly constituted with 1 Executive Director, 1 Non - Executive (Woman) Director and 2 Independent 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, Whole Time Director (DIN: 01771000) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 and applicable rules made thereunder, the members of the Company appointed Mr. Navroze Marshall and Mr. Gaurav Lalwani for a period of 5 years. According to Section 149(10) read with Schedule IV to the Companies Act, 2013 an Independent Director shall hold office for a term upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment, on passing a special resolution by the Company for another term of five consecutive years on the Board of a Company. In line with the aforesaid provisions of the Companies Act, 2013 and in view of long, rich experience, continued valuable guidance tothe management and strong Board performance of Mr. Navroze Marshall and Mr. Gaurav Lalwani, it is proposed to re-appoint them for asecond term as Independent Directors of the Company for a further period of five consecutive years w.e.f. 19th August, 2019 and 19th October, 2019 respectively, subject to approval by members at this ensuing Annual General Meeting, who shall not be liable to retire .

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 71st Annual General Meeting (AGM).

The following persons were designated as Key Managerial Personnel during the financial year 2018-2019:

1. Resignation of Mr. Gaurav Kumar Jain, Company Secretary and Compliance Officer w.e.f. 10th August, 2018.

2. Appointment of Ms. Anjali Khabani as Company Secretary and Compliance Officer w.e.f. 10th August, 2018.

3. Resignation of Ms. Anjali Khabani, Company Secretary and Compliance Officer w.e.f. 6th February, 2019.

4. Appointment of Ms. Rasika Mendhekar as Company Secretary and Compliance Officer w.e.f. 6th February, 2019.

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. Gaurav Lalwani Independent Director Chairman
Mr. Navroze Marshall Independent Director Member
Mr. Deep Lalwani 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 Ninotchkha Nagpa Non Executive Director Chairman
Mr. Deep Lalwani 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. Gaurav Lalwani Independent Director Chairman
Mr. Navroze Marshall Independent Director Member
Ms. Ninotchka Nagpal 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 its website

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.Srinivas and Subbalakshmi,Chartered Accountants, Banglore [Firm registration No.011350S], are appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 10th August, 2018 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,2013andtheRulesmadethereunder, 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, 2019. 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 PRACTICINGCOMPANYSECRETARY 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 MANAGEMENT POLICY:

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 AT WORK PLACE (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 sexualharassment were received by ICC, nor were there any complaints relating thereto which required any disposal there of.

31. CHANGES IN SHARE CAPITAL:

During the year under review, the paid up share capital has increased from Rs. 2,86,41,780 to Rs. 3,75,81,780 in the following manner:

Date of Allotment No. of shares allotted Mode Cumulative Paid Up share capital (In Rs.)
6th October, 2018 6,64,000 Preferential issue 3,52,81,780
5th February, 2019 2,30,000 Preferential issue 3,75,81,780

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 following points:

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. INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULES OF THE COMPANIES (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 Ninotchka M Nagpal
Whole timeDirector & CFO Director
DIN:01771000 DIN:00031985
Place: Mumbai
Date: 17th May, 2019