Ahimsa Industries Ltd Directors Report.

To

The Members,

AHIMSA INDUSTRIES LIMITED AHMEDABAD

Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2020

1. FINANCIALRESULTS

Particulars 2019-20 (In ) 2018-19 (In )
Total Revenue 31,93,09,530 38,20,39,882
Total Expenditure 32,38,74,889 37,88,76,644
Profit /(Loss) Before Tax (45,65,359) 31,63,238
Less: Current Tax (12,77,744)
Deferred Tax 1,87,675 2,60,153
Profit /(Loss) after Taxation (43,77,684) 21,45,647
Earnings per Equity Share (0.08) 0.39

2. REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS:

The total income during the year has decreased to 16.41% from Rs. 38,20,39,882 to 31,93,09,530 over the last year and Total expenditure of the Company is Rs. 32,38,74,889 The Loss before provision of Tax is Rs. (45, 65,359). The Company Current Income Tax during the year is Nil. Deferred tax for the year under review is Rs. (1, 87,675). The net Loss of the Company is Rs. (43,77,684) for the year under review.

Though revenue from operations decreased during the year, total expenditure of the company during the year also increases. The main reason for incurred this year is increase in expenditure and decrease in total income of the company.

Your directors will assure to put their efforts for growth of the company.

Your Directors hope for better results next year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There are no Material changes in nature of business during the year.

4. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review

5. TRANSFER TO RESERVES

During the current financial year our Company incurred a loss of Rs. (43, 77,684). No amount transfer to reserve this year.

6. SHARE CAPITAL

A) ISSUE OF EQUITY SHARE WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the year under review.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C) BONUS SHARES

No Bonus Shares were issued during the year review.

D) EMPLOYEE STOCK OPTION

During the year there is no employee stock option scheme approved.

7. IMPACT OF NOVEL COVID-19 PANDEMIC:

Pursuant to the SEBI Circular SEBI/HO/CFD/CMD1/CIR/P/2020/84 dated May 20, 2020 disclosure of material impact of Covid-19 Pandemic are as follows:

Sr. No. Particulars Disclosures/Information
Impact of the COVID-19 pandemic on business The Companys office remains closed during the the lock down period and also thereafter till date taking note of gravity of the pandemic and for the safety and health of the employees. The company observed less demand in the month of February 20. The Companys all outlets and manufacturing facilities remained shut from March 22, 2020 due to lockdown, which has negative impacted its operations of the Company during last week of March April and May 2020. The manufacturing facilities was partially re-opened with 10-20 % capacity w.e.f. May 05, 2020, and some of outlets partially re- opened w.e.f. May 19, 2020, However, upon opening of factories we are in process of dispatch of some of our export orders to USA and Europe.
Ability to maintain operations including factories/units/office spaces functioning closed down The Company has restarted operations with thesome of factories considering order book and available workforce, since May 19, 2020, andadhering to the safety norms prescribed by Government of India.
Schedule, if any, for restarting the operations As Government has declared unlock phase I till 30th June 2020 which permits our Company to start the operations. However, with a view to present situation of the pandemic and also taking concern for the health of the staff besides comfort to them, the management of the Company has decided to reopen its office full- fledged from 1st June, 2020 by following necessary guidelines and instructions issued by the Government.
Steps taken to smooth functioning operations ensure The Company is taking utmost care of its staff of and work force has put in place strict monitoring process for Covid-19 ensuring the following,
Enforcing wearing of masks and regular cleaning of hands
Thermal Screening of all employees and visitors
Sanitizing the premises and vehicles on regular basis
Regular update of the health of all the employees and their families
Maintenance of social distancing at all work
places
Asking all employees to have Aarogya Setu
App
Estimation of impact of COVID-19 its operations the future April - June 2020 being lockdown months, the on revenues and profitability of the Company are likely to be adversely impacted. However, the company is closely monitoring it the business situation. Though we do hope the business situation should normalize during 3rd and 4th quarter.
Details of impact of COVID-19 on listed entitys –
Capital and resources Financial The Company has no plan to increase the Capital in the near future. As regards financial resources we would like to clarify that every year normally 70% of the annual sales coming from 1st & 4th quarter of the year. For the financial year 2019-20, and due to this lockdown situation, we could achieve only 55% to 60 % of the normal 4th quarter sales. Hence, the total sales turnover for the 2019-20 is 80% of the estimated sales. This has effected the Cash- Flow of the company for last 3 months. Since the COVID-19 lockdown is extended till 31 May, 2020 and we are not sure when it will get over. Whatever it may be the impact of COVID-19 on the financials of the company will be for over 1 year.
Profitability The profitability for the year 2020-21 will also be at lower level because of reduction in sales due to the impact of COVID-19 lockdown. In view of lock down, the profitability during 1st quarter (April to June) is likely to be adversely impacted. As the business situation is very dynamic, the company is closely monitoring it. Though we do hope the business situation should normalise during 3rd and 4th quarter.
Liquidity position This pandemic circumstance hit and closed factory and sales during this lockdown period which affected on the sales performance of the Company and same is effecting the liquidity of the company. Our sales activity are closed in this lockdown period, our major revenue shall be reduced during mentioned period. The company is planning reduce the overhead cost. The banks as per the RBI guidelines have extended 6 months moratorium period for payment of principal and interest payments. This has given immediate and temporary relief for the liquidity position of the company. The company is confident of overcome by various measures by 3rd & 4th quarter.
Ability to service debt and other financing arrangements All the banks have extended total 6 months moratorium for servicing of principal and interest on borrowings. The term loan outstanding as on date is Rs. 37.62 Lacs and the quarterly payment is only Rs. 10.32 Lacs including interest on term loan and interest on working capital borrowings would be about Rs. 25.42 Lacs per quarter which the company is confident of servicing in time.
Assets The Company is not planning any addition to assets during the year.
Internal financial reporting and control The Company has taken Cash flow control and overhead control measures to manage the operations. The Company has robust ERP System in place. Even during lockdown, lT / reporting systems worked seamlessly without any disruption.
Demand for its products Since there has been closed down factory for more than one and half month and the same has just started that too in a limited way, we expect it would take some time for us to pick up demand for our product.
There is temporary reduction in demand due to lock down, which we expect to improve in 3rd quarter and shall normalise by 4th quarter.
Existing contracts / agreements
Conclusion: If the lockdown gets eased further going forward, Company expects to gradually come back to its original level of operations, in the upcoming months. However, the Q-1 & Q-2 performance is likely to have its impact on the annual performance for the year 2020-21

8. DETAILS OF SUBSIDIARY/JOINTVENTURES/ ASSOCIATE COMPANIES:

There is no subsidiary /joint venture or Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis report as required under regulation 34 and Schedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 forms and integral part of this report and provides overview of the business and operations of the Company.

10. PUBLIC DEPOSITS:

There were no public deposits accepted during the financial year or any amount of principal or interest was outstanding in terms of sections 73 and 74 of companies Act, 2013 read with the companies (Acceptance of Deposits) Rules, 2014, for the financial year ended on 31st March, 2020.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END FINANCIAL YEARS TO WHICH THIS FINANCIAL STATEMENT RELATES 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 statement relates and the date of this report.

12. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board of Directors has formulated the Nomination and Remuneration Policy of your Company. The salient aspects covered in the Nomination and Remuneration Policy covering the policy on appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters. The same has been uploaded on website of the Company www.ahimsaind.com

Salient feature of the Policy as follows:

(i) APPOINTMENT & QUALIFICATION:

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient or satisfactory for the concerned position. b) The Company shall not appoint or continue the employment of any person as Whole-Time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice.

(ii) TERM/TENURE:

a) Managing Director/ Whole-Time Director:

The Company shall appoint or re-appoint any person as its, Managing Director or Whole-Time Director for a term not exceeding five years at a time. No reappointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Boards report. No Independent Director shall hold office for more than two consecutive terms of up to maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

(iii) REMOVAL:

Due to reasons for any disqualifications mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

(iv) RETIREMENT:

The Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company.

(v) EVALUATION:

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

(vi) POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

a) Remuneration to Managing Director, Whole-Time Director, Executive, Key Managerial Personnel and Senior Management Personnel: The Remuneration/ Compensation/ Commission etc. to be paid to Director/Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

b) Remuneration to Non-Executive/ Independent Director: The Non-Executive Independent Director may receive remuneration/ compensation/commission as per the provisions of the Companies Act, 2013. The amount of sitting fees shall be subject to limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and as may be decided by the Board in consultation with Non-Executive/ Independent Director. Provided that Non-Executive Independent Directors are not eligible for any Stock Option.

(vii) REVIEW AND AMENDMENT:

The Nomination and Remuneration Committee or the Board may review the Policy as and when it deems necessary. This Policy may be amended or substituted by the Nomination and Remuneration Committee or by the Board as and when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.

13. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors.

14. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: RE- APPOINTMENT Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mrs. Sneha A. Gandhi (DIN: 00654675), Whole time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Mrs. Sneha A. Gandhi (DIN: 00654675), Whole time Director and other related information has been detailed in the Annual Report.

15. ANNUAL EVALUATION OF BOARDS PERFORMANCE:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

16. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act,

2013 read with the Schedules and Rules issued there under as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys Shares.

The Insider trading policy of the Company covering the code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website www.ahimsaind.com

18. COMMITTEES OF THE BOARD:

As on 31st March, 2020, the Board of Directors has following committees:

a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of Audit Committee is given below:

Name of Director Status Nature of Directorship
Mr. Ashish N. Shah Chairman Independent Non-Executive Director
Mr. Bhadresh A. Trivedi Member Independent Non- Executive Director
Mr. Deep K. Trivedi Member Non-Executive Director

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

? Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

? Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

? Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

? Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required being included in the Directors Responsibility Statement to be included in the Boards Report in terms of Clause C of sub-section 3 of Section 134 of the Companies Act, 2013. b) Changes, if any, in accounting policies and practices and reasons for the same. c) Major accounting entries involving estimates based on the exercise of judgment by management. d) Significant adjustments made in the financial statements arising out of audit findings. e) Compliance with listing and other legal requirements relating to financial statements. f) Disclosure of any related party transactions. g) Qualifications in the draft audit report.

? Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

? Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purpose other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

? Reviewing, with the management, performance of statutory and internal auditors, adequacy of internal control systems.

? Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading department, reporting structure coverage and frequency of internal audit.

? Discussion with internal auditors on any significant findings and follow up there on.

? Reviewing the finding of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

? Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

? To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

? To review the functioning of the Whistle Blower mechanism, in case the same is existing.

? To overview the Vigil Mechanism of the Company and took appropriate actions in the case of repeated frivolous complaints against any Director or Employee

MEETINGS HELD AND ATTENDANCE

During the Financial year 2019-20, four meetings were held on 29/05/2019, 09/08/2019, 13/11/2019 and 05/03/2020. The attendance records of the members are as follows.

Mr. Ashish N. Shah (DIN: 00089075) is chairman of Audit Committee.

Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Ashish N. Shah Independent & Non- Executive Director 4 4
Mr. Bhadresh A. Trivedi Independent & Non- Executive Director 4 4
Mr. Deep K. Trivedi Non-Executive Director 4 4

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements), 2015.

The composition of Nomination & Remuneration Committee is given below:

Name of Director Status Nature of Directorship
Mr. Ashish N. Shah Chairman Independent Non- Executive Director
Mr. Bhadresh A. Trivedi Member Independent Non- Executive Director
Mr. Deep K. Trivedi Member Non-Executive Director

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

? To recommend to the Board, the remuneration packages of the Companys Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);

? To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Companys policy on specific remuneration packages for Companys Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

? Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

MEETINGS HELD AND ATTENDANCE

The members of Nomination and Remuneration Committee met 4 times during the year on 29/05/2019, 02/09/2019, 13/11/2019 and 05/03/2020 as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mr. Ashish N. Shah (DIN: 00089075) is chairman of Nomination and Remuneration Committee.

Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Ashish N. Shah Independent & Non- Executive Director 4 4
Mr. Bhadresh Trivedi A.Independent & Non- Executive Director 4 4
Mr. Deep K. Trivedi Non-Executive Director 4 4

Details of Remuneration paid to all the Directors the details of remuneration paid to the Directors of the Company during the financial year 2019-20 are as under:

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. The composition of Stakeholder Relationship Committee is given below:

Name of Director Status Nature of Directorship
Mr. Bhadresh A. Trivedi Chairman Independent Non-Executive Director
Mr. Ashish N. Shah Member Independent Non- Executive Director
Mr. Deep K. Trivedi Member Non-Executive Director

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

? Redressal of shareholders/investors complaints;

? Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent; ? Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

? Non-receipt of declared dividends, balance sheets of the Company; and ? Carrying out any other function as prescribed under the Listing Compliances.

MEETINGS HELD AND ATTENDANCE

The members of Stakeholder Relationship Committee met 4 times during the year on 29/05/2019, 09/08/2019, 13/11/2019 and 05/03/2020 as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Stakeholder Relationship Committee.

Members Category Meetings held during the tenure of the Directors Meetings Attended
Mr. Ashish N. Shah Independent & Non- Executive Director 4 4
Mr. Bhadresh A. Trivedi Independent & Non- Executive Director 4 4
Mr. Deep K. Trivedi Non-Executive Director 4 4

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 7 times during the year on 06/04/2019, 29/05/2019, 02/09/2019, 13/11/2019, 14/01/2020,27/01/2020 and 05/03/2020 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.

The intervening Gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of Directors Category Meetings held during the tenure of the Directors Meetings Attended Attendance at the last AGM held on 27th Sept, 2019 No. of committee membership in which he/she is a member and Chairperson
Mr. Ashutosh D. Gandhi Promoter / Managing 7 7 Yes None
Mrs. Sneha Director Whole-time 7 7 Yes Yes
A. Gandhi Mr. Ashish N. Shah Director Independent &Non- Chairman in one
Executive Director 7 7 Yes Committees Member in three Committees
Mr. Bhadresh A. Trivedi Independent &Non- Chairman in one
Executive Director 7 7 Yes Committees Member in three Committees
Mr. Deep K Trivedi Non- Executive Director 7 7 Yes Member in Three Committees

Independent Directors Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 29thMay, 2019 and 5th March, 2020

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Independent Directors Meeting.

Members Category Meetings held during the tenure of the Directors Meetings attended
Mr. Ashish N. Shah Independent & Non- Executive Director 2 2
Mr. Bhadresh A. Trivedi Independent & Non- Executive Director 2 2

19. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2020 and state that:

In the preparation of the annual accounts for the year ended March 31, 2020, the Applicable accounting Standards have been followed and there are no materials Departures from the same;

I. 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 the affairs of the company as at March 31, 2020 and of the profit of the company for the year ended on that date; II. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the company and for preventing and detecting fraud and other irregularities; III. The Directors had prepared annual accounts on a ‘going concern basis. IV. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and V. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

20. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed there under, the extract of the annual return for FY 2019-20 is given in "Annexure A" which is a part of this report in the prescribed Form No. MGT-9, which is a part of this report. The same is available on https://www.ahimsaind.com

21. PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under section 197 (12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure B.

22. SEXUAL HARASSMENT

The Company has complied with the provisions relating to the Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case filled or registered with the Committee during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe environment for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

23. COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

24 . CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchanges are annexed here with as "Annexure C.

25. DISCLOSURE OF ACCOUNTING TREATMENT

These Financial statements of the Company are prepared in accordance with India Accounting Standards ("Ind AS"), notified under section 133 of Companies Act, 2013 read along with Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

26. RISK MANAGEMENT

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

The Company, through its risk management process, aims to contain the risks within its appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

27. PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

The company has not entered into any material contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

28. PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section186 are furnished here under:

Details of Loans:

SRDate No of making loan Detail of AmountPurpose for Time Date of Date of Rate of Expected Borrower which the period forBoard Special Interest rate of loan is to bewhich it ResolutionResolution return utilized by is (if the given required) recipient
NA

Details of Investments:

SR No Date of Details of Amount investment Investee Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of Board Resolution Date of Special Resolution (ifreturn required) Expected rate of
NA

Details of Guarantee / Security Provided:

SR No Date of Details ofAmount providing recipient security/ guarantee Purpose for which the security/ guarantee is proposed to be utilized by the recipient Date of Board Resolution Date of Special Resolution (if required) Commission
NA

29. VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. We confirm that no director or employee has been denied access to the Audit Committee during FY 2019-20.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Companys Web Site https://www.ahimsaind.com.

30. STATUTORY AUDITORS:

M/s Mistry and Shah (Firm Registration No 122702W),Chartered Accountants, Gandhinagar have been appointed as Statutory Auditors of the Company for a period of 5 years at the 21st Annual General Meeting held on 30th June, 2016 subject to ratification of their appointment by the members at every annual general meeting. As required under Regulation 33(d) of SEBI(LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India..

? AUDITORSREPORT

The notes on financial statement referred to in the auditors report are self- explanatory. There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation/comment from the board.

31. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of Companies Act, 2013.

32. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in his report.

33. SECRETARIAL AUDIT REPORT

In terms of section 204 of the Act and Rules made there under, Mr. Nitesh P. Shah, Practicing Company Secretary, Ahmedabad have been reappointed as a Secretarial Auditor of the Company in the meeting of Board of Director held on 3rd September.2020.The report of the Secretarial Auditor is enclosed as "Annexure- D" to this report.

The report is self-explanatory and for secretarial auditor comments the Board of directors of the Company given explanation as below:

1. In context with note no. 1 of secretarial Audit board clarified that the company has maintained digital database with internal Control using Password Protection. Moreover for time stamp the company has maintained digital database in the form of mail sent to third parties.

2. In context with note no. 2 Company has amended the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information during the year the same was intimated to stock exchange promptly as required under Regulation 8(2) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 indivertibly we are unable to attach amended policy with the Covering Letter. When we came to know about the aforesaid mistake we attached the policy with covering letter and the same was uploaded on NSE website.

34. INTERNAL AUDIT & CONTROLS

The Company continues to engage M/s M. H. Bhatt & Associates (F.R.N. No. 147560W) Chartered Accountant, Ahmedabad as Internal Auditor of the company.

During the year, the Company continued to implement his suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

35. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the

Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

36. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes, and independence of Directors. More details of the same are given in the Corporate Governance Report.

37. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review none of the company have become or ceased to be subsidiaries, joint ventures or associate companies.

38. REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

39. DEPOSITS

The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies Act, 2013 during the period.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption are furnished hereunder in "Annexure E."

41. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

42. CEO & CFO CERTIFICATION:

Certificate from Mr. Sanjay Agrawal Chief Executive Officer, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2019-20 was placed before the Board of Directors of the Company at its meeting held on September 03, 2020.

43. SECRETARIAL STANDARDS

Pursuant to clause 9 of the revised Secretarial Standard – 1, your company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India, during the financial year under review.

44. ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Companys affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

By Order of the Board of Directors
AHIMSA INDUSTRIES LIMITED
Ashutosh Damubhai Gandhi
Place: Ahmedabad Managing Director
Date: 03/09/2020 DIN: 00654563
Sneha Ashutosh Gandhi
Place: Ahmedabad Whole time Director
Date: 03/09/2020 DIN: 00654675