Ahlada Engineers Ltd Directors Report.

To

The Members,

M/s. AHLADA ENGINEERS LIMITED

Your Directors have pleasure in presenting the 15th Annual Report of your company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2020. Further, in compliance with the Companies Act, 2013 the company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The Boards Report shall be prepared based on the stand alone financial statements of the company. (Amt. in Rs.)

Particulars 2019-20 2018-19
Revenue from Operations 110,46,16,799 207,43,26,881
Other Income 17,91,373 26,62,992
Total Income 110,64,08,172 207,69,89,873
Profit Before Interest and Depreciation 24,01,05,185 34,03,53,837
Finance Charges 5,18,66,651 8,88,67,461
Depreciation 9,84,43,500 7,02,40,698
Net Profit after Interest and Depreciation But before tax 8,97,95,034 18,12,45,678
Net Profit Before Tax 8,97,95,034 18,12,45,678
Provision for Tax 2,52,18,509 6,75,65,866
Net Profit After Tax 6,45,76,525 11,36,79,812

2. OPERATIONAL REVIEW:

Gross revenues decreased to Rs. 110,46,16,799/- against Rs. 207,43,26,881/- in the previous year. Profit before Depreciation and Interest was Rs. 24,01,05,185/- as against Rs. 34,03,53,837/- in the previous year. After providing for depreciation and taxation, the net profit of the Company for the year under review was placed at Rs. 6,45,76,525/- as against Rs. 11,36,79,812/- in the previous year.

3. OUTLOOK AND AFFAIRS OF THE COMPANY:

Our Company is in the business of manufacturing steel doors and windows (steel-frame) and we cater to customers across various segments and industries. We currently have our facilities spread across 3 manufacturing units in addition to one assembling unit and stock yard, with an area admeasuring 34,211 square yards on the outskirts of Hyderabad. Additionally, we are also in the business of manufacturing clean room equipment for our customers in the pharmaceutical, biotechnology and food industries.

The revenue may have affect in the current financial year 2020-21 owing to the challenges rising from the COVID-19 crisis coupled with lockdown during April 2020 partial operations at the plant from 6th May, 2020.

The management of the Company is making its sincere efforts to increase the volume of business in their best efficient manner.

4. AMOUNT TRANSFERRED TO RESERVES:

The company has transferred an amount of Rs. 6,45,76,525/- to the reserves during the Financial Year under the head Profit and Loss Account pertaining to the profits for the period under review.

5. DIVIDEND:

The Board has recommended Final Dividend of Rs. 1.20 per share on paid up equity share capital for the year ended 31st March, 2020, subject to the approval of the shareholders.

6. CHANGE IN THE NATURE OF BUSINESS , if any

There is no material change in the nature of business during the year.

7. RESERVES

The Company has a closing balance of Rs. 101,07,48,886 /- (Rupees One Hundred one Crore Seven Lakhs Forty Eight Thousand Eight Hundred Eighty Six) as Reserves and Surplus as on 31-03-2020.

The closing balance of Reserve and Surplus is bifurcated as follows:

S.No. Particulars Amount in Rs.
1. Balance at the beginning of year 31,29,72,231
2. Current Years Profit 6,45,76,525
3. Amount of Securities Premium 63,11,36,500
4. Capital Reserve 20,63,630
TOTAL 101,07,48,886

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT.

The COVID-19 pandemic is an evolving human tragedy declared as global pandemic by the World Health Organisation with adverse impact on economy and business. Supply Chain disruptions in India as a result of the outbreak started with restrictions on movement of goods, closure of borders etc., in several states followed by a nationwide lockdown from the 24th of March 2020 announced by the Indian Government, to stem the spread of COVID-19. Due to this the operations in manufacturing centres, warehouses and extended supply chain partner locations got temporarily disrupted.

On occurrence of COVID-19, there was a complete nationwide lock down since 24th March, 2020 and the operation of the Company was jeopardize since then till 5th May, 2020. However, partial operation was resumed since 6th May, 2020 with the approval of Government.

As the COVID-19 crisis continues on products are facing challenging times including production stoppages, due to supply chain disruption, cost escalation and workforce dislocation and has been largely disruptive and was occurred which has also impacted the revenue of the Company.

9. DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

10. SHARE CAPITAL

The paid up equity share capital as on March 31, 2020 stood at 12,92,10,000/- comprising of 1,29,21,000 equity shares of Rs. 10/- each fully paid shares.

Your Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares, Employees Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the Companies act 2013, respectively.

11. MATERIAL CHANGES DURING THE YEAR

There is no material changes during the year 2019-20.

12. DETAILS OF SUBSIDIARY /JOINT VENTURE / ASSOCIATE COMPANIES:

As on 31st March, 2020, the Company does not have any subsidiary or joint venture and associate Company.

13. PUBLIC ISSUE OF EQUITY SHARES:

The Company has come out with a public issue of 34, 05, 000 equity shares of Rs.150/- each including share premium of Rs. 140/- per equity share which opened on 11th September, 2018 and closed on 18th September, 2018 and shares have been allotted on 25th September, 2018. The IPO was a huge success, the resulting shares have been listed on the Emerge platform of NSE. However the Company, being listed entity, as on the date of report, has voluntarily made various disclosures in terms of applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2019-20 the following changes in the Board of Directors were effected:

Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013 and in accordance with the Article of Association of the Company, Mr J.Abhinav Kumar Reddy, Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his re-appointment.

Cessation of Directors:

During the year, Smt. Sravanthi Koduru resigned from the Board as Non-Executive Director of the Company due to pre-occupations with effect from 27.06.2020. The Board placed on record its sincere appreciation and thanks to Smt. Sravanthi Koduru for her support and guidance provided from time to time during her tenure as NonExecutive Director of the Company.

Key Managerial Personnel:

During the year under review there were no changes in the Key Managerial Personnel of the Company. The present Whole time Key Managerial Personnel of the Company are as follows.

Mr. Ch. Suresh Mohan Reddy - Managing Director
Mr. J. Abhinav Kumar Reddy - Whole Time Director
Ms. Ch. Kinnera - Whole Time Director
Mr. A. Narasimha Rao - Chief Financial Officer
Mr. M. Kotaiah - Sr. Vice President (Operations)
Mr. P. Kodanda Rami Reddy - Company Secretary & Compliance Officer

15. LISTING OF SHARES:

The Companys shares are listed on NSE emerge SME platform with ISIN: INE00PV01013 and symbol is: AHLADA.

16. BOARD MEETING:

The Board of Directors met 4 times during the financial year ended March 31, 2020 in accordance with provisions of the Companies Act, 2013 and rules made there under. The Intervening gap between two board meetings was within period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Board Meetings during the year:

1) 30.05.2019

2) 29.08.2019

3) 14.11.2019

4) 25.02.2020

Attendance of Directors in the Board Meeting;

S. Name of the Director

No. of Board Meetings

No. Held Attended
1. Mr. K.I. Varaprasad Reddy 4 3
2. Mr. Ch. Suresh Mohan Reddy 4 4
3. Ms. Ch. Kinnera 4 4
4. Mr. Abhinav Kumar Reddy 4 4
5. Mr. M. Ravindra Vikram 4 4
6. Mr. B.K. Sarma 4 3
7. Mr. N.Bhaskara Reddy 4 4
8. Mr. G.V. Krishna Giri 4 4
9. Smt. K. Sravanthi (resigned from the Board w.e.f 27.06.2020) 4 2
10. Mr. K. Srinivas 4 2

Additionally during the financial year ended March31, 2020 the Independent Directors held a separate meeting on 15th February, 2020 in compliance with requirements of Schedule IV of the Companies Act, 2013 and Regulation 25(3) SEBI (LODR) Regulations, 2015.

17. COMMITTEES OF THE BOARD

The Company has seven committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee, Risk Management Committee, Management Committee and IPO Committee which have been established as a part of the better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. Composition of Audit Committee:

The Board of Directors in their meeting held on 9th May, 2018 constituted an Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013.

During the year under review, meeting of Audit Committee were held on 30th May, 2019 and 14th November, 2019, and the attendance records of the members of the Committee are as follows:

S. No. Name Designation No. of Meetings held No. of Meetings attended
1 Mr. M. Ravindra Vikram (Independent Director) Chairman 2 2
2 B.K. Sarma (Independent Director) Member 2 1
3 N. Bhaskara Reddy (Independent Director) Member 2 2
4 Ch. Suresh Mohan Reddy (Managing Director) Member 2 2

All the recommendations made by the Audit Committee in the financial Year 2019-20 were approved by the Board.

II. Composition of Nomination & Remuneration Committee

The Board of Directors constituted Nomination & Remuneration Committee in compliance with the provisions of Section 178 of the Companies Act, 2013.

During the year under review, meeting of Nomination & Remuneration Committee was held on 29.08.2019 and the attendance records of the members of the Committee are as follows:

S. No. Name Designation No. of Meetings held No. of Meetings attended
1 B.K. Sarma Chairman 1 1
2 M. Ravindra Vikram Member 1 1
3 N. Bhaskara Reddy Member 1 1

The policy of Nomination & Remuneration Committee has been placed on the website of the Company at www.ahlada.com.

The policy of Nomination & Remuneration Committee has been placed on the website of Company at www. ahlada.com and the salient features of the same has been disclosed under Annexure- VIII.

III. Composition of Stakeholder Relationship Committee:

The Board of Directors constituted Stakeholder Relationship Committee in compliance with the provisions of Section 178 of the Companies Act, 2013.

During the year under review, meeting of Stakeholder Relationship Committee was held on 29.08.2019 and the attendance records of the members of the Committee are as follows:

S. No. Name Designation No. of Meetings held No. of Meetings attended
1 Mr. Ch.Suresh Mohan Reddy (Managing Director) Chairman 1 1
2 Mr. B.K.Sarma (Independent Director) Member 1 1
3 Mr. M. Ravindra Vikram (Independent Director) Member 1 1

IV. Corporate Social Responsibility (CSR) Committee:

The Board of Directors constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Companies Act, 2013.

The Board of Directors, on recommendation of the Corporate Social Responsibility Committee framed a Corporate Social Responsibility Policy in consonance with Section 135 of the Companies Act, 2013 read with the rules framed there under duly indicating the activities to be undertaken by the Company as specified in the Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Policy is posted in the Investors section of the Companys website.

During the year under review, meeting of Corporate Social Responsibility (CSR) was held on 29.08.2019 and the attendance records of the members of the Committee are as follows:

S. No. Name Designation No. of Meetings held No. of Meetings attended
1 Mr. M. Ravindra Vikram (Independent Director) Chairman 1 1
2 Mr. B.K.Sarma (Independent Director) Member 1 1
3 Mr. Ch.Suresh Mohan Reddy (Managing Director) Member 1 1

The Annual Report on CSR activities is annexed herewith as Annexure-II and forms part of this report.

V. Risk Management Committee:

The Board of Directors constituted Risk Management Committee in compliance with the provisions of the Companies Act, 2013.

The Risk Management programme at the Company is focused on ensuring that risks are known and addressed. The Board of Directors, on recommendation of the Risk Management Committee, established a robust Risk Management framework by framing a Risk Management Policy to deal with all risks including possible instances of fraud and mismanagement, if any. The Risk Management Policy details the Companys objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company. The board periodically tracks the progress of implementation of the Risk Management policy.

During the year under review, meeting of Risk Management Committee) was held on 29.08.2019 and the attendance records of the members of the Committee are as follows:

S. No. Name Designation No. of Meetings held No. of Meetings attended
1 Mr. Ch. Suresh Mohan Reddy (Managing Director) Chairman 1 1
2 Mr. B.K. Sarma (Independent Director) Member 1 1
3 Mr. M. Ravindra Vikram (Independent Director) Member 1 1

VI. Initial Public Offer (IPO) Committee:

The Board of Directors in their meeting held on 9th May, 2018 constituted IPO Committee in compliance with the provisions of the Companies Act, 2013.

S.No. Name Designation
1 Mr. Ch. Suresh Mohan Reddy Chairman
2 Mr. B.K. Sarma Member
3 Ms. Ch. Kinnera Member

No meetings of the Committee took place during the year 2019-20.

VII. Management Committee:

During the year under review the Management Committee of Board of Directors met 9 times during the

financial year ended March 31, 2020 in accordance with provisions of the Companies Act, 2013, rules made there under and as delegated by Board from time to time.

The Management Committee comprising the following Directors:

S.No. Name Designation
1 Mr. Ch. Suresh Mohan Reddy Chairman
2 Mr. J. Abhinav Kumar Reddy Member
3 Ms. Ch. Kinnera Member

18. DECLARATION BY INDEPENDENT DIRECTORS:

In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company conforming that he/she meets the criteria of independence as mentioned under section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

19. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committee, experience and expertise, performance of specific duties and obligations etc were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including Chairman) was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

20. VIGIL MECHANISM

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistleblowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/misconduct.

The Whistle Blower Policy is disclosed on the website of the Company at www.ahlada.com

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

The details of loans, guarantees or investments covered under the provision of under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

22. AUDITORS

Statutory Auditors:

The Shareholders of the Company had appointed M/s. Kishore & Venkat Associates, (FRN:001807), Chartered Accountants, Sanjeeva Reddy Nagar, Hyderabad as Statutory Auditors of the Company for the period of 5 years commencing from the Financial Year 2016-17 to 2020-21 in its Extra Ordinary General Meeting held on 31st August, 2017.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2020 forms part of this Report. There are no qualifications, or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s. VCSR & Associates, Practising Company Secretaries (CP No.6392) to undertake the Secretarial Audit of the Company.

The secretarial audit report issued by M/s. VCSR & Associates, Practicing Company Secretaries for the financial

year ending 31st March, 2020 is given in the Annexure-III attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self explanatory and requires no further explanation from the Board.

Internal Auditors:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. Vennapusa & Sunkara, Chartered Accountants, as the Internal Auditors of the Company for Financial year 2019-20 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

Cost Auditors:

M/s. N S V Krishna Rao & Associates (Membership No. 17143), Hyderabad has been appointed as Cost Auditors of the Company for the Financial Year 2019-20 as per the provisions of the Companies Act, 2013 and the rules made there under.

The Cost Auditor has submitted the report along with their observations and suggestions, and Annexure to the Central Government/stipulated authority within stipulated time period.

Members are requested to ratify the remuneration payable to the Cost Auditors at the ensuing Annual General Meeting of the company, in accordance with Section 148 of the Companies Act, 2013.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

Secretarial Standards, i.e. SS-1, SS-2 and SS-3, relating to Meetings of the Board of Directors, General Meetings and Dividend respectively, to the extent as applicable have been duly followed by the Company.

24. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015 notified the Indian Accounting Standards (IND AS) applicable to certain classes of companies. IND AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. However, the Company is exempted from applicability of IND AS and accordingly the accounts have been prepared as per IGAAP.

25. SECRETARIAL AUDIT REPORT

The Company has undertaken Secretarial Audit for the financial year 2019-20 which, inter-alia, includes audit of compliance with the Act, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by the SEBI and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Secretarial Audit Report forms part of this Annual Report.

26. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2019-20 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder.

The Annual Secretarial Compliance Report has been submitted to the stock exchanges within 60 days of the end of the financial year.

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

In order to prevent sexual harassment of women at work place an act "The Sexual Harassment of Women at Workplace" (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Internal Complaint Committee

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said policy. During the year Company has not received any complaint under the said policy.

28. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188

The Board of Directors, on recommendation of the Audit Committee framed a policy for Related Party Transactions which includes matters covered u/s 178(3) of the Companies Act, 2013. The Policy is also posted in the Investors section of the Companys website.

The Company has not entered into any Material Related Party Transaction during the year. In line with requirements of the Act and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on the website of the Company at https://www.ahlada.com.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length. All Related Party Transactions entered during the year were in ordinary course of business and on arms length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company.

The requisite details of the related party transactions entered into during the financial year are provided in Annexure I included in this report.

Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

None of the Directors, other than to the extent of their shareholding, receipt of remuneration, has any pecuniary relationships or transactions vis-a-vis the Company.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective Internal Control System to prevent fraud and misuse of Companys resources and protect shareholders interest. Your Company has an independent Internal Audit Department to monitor and review and focus on the compliances of various business processes. The internal audit report alongwith audit findings and tracking of process improvements & compliances is presented for review to the Audit Committee of Board of Directors.

30. PARTICULARS OF EMPLOYEES

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the information required pursuant to the provisions of Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are set out in Annexure-VI of this Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report under annexure-VII

32. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No MGT-9 in compliance with the requirement of Section 92(3), Section 134(3) of the Companies Act 2013 is annexed with the Boards Report as Annexure-IV.

33. HUMAN RESOURCE MANAGEMENT

Human Capital has gained prime importance in last few years. Our Company believes that the human capital is of utmost importance to sustain the market leadership in all product segments and also to capture new markets. We have identified the high Performers and rewarded them appropriately, which has helped to achieve better employee engagement. Competency based training program has been devised for High - Potential employees with focus on their Individual Development Plan & helping them to become future leaders.

34. QUALITY

Your Company accord to high priority to quality, safety, training, development, health and environment. The Company endeavors to ensure continuous compliance and improvements in this regard.

35. INDUSTRIAL RELATIONS

Your directors are happy to report that during the year there were very cordial and extremely good industrial relations at all levels.

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

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure-V attached hereto and forms part of this Report.

37. ENVIRONMENT AND SOCIAL OBLIGATION

The Companys plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

38. CODE OF CONDUCT

The Board has laid down a Code of Conduct ("Code") for Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Companys website at www.ahlada. com. All the Board Members and senior management personnel have affirmed compliance with this code.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at www.ahlada.com.

39. CORPORATE GOVERNANCE

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. However the Company is listed on Emerge SME platform of National Stock Exchange, by virtue of Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements), Regulation, 2015, the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report does not form part of this Board Report.

40. POLICY OF PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9 (a) & 9 (b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on www.ahlada.com.

41. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, and on the basis of compliance certificate received from the executives of the Company and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

I. That in preparation of the annual accounts, all the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

II. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for the financial year ended 31st March, 2020.

III. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. That the Annual Accounts have been prepared on a going concern basis.

V. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

VI. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

42. COMPANYS WEBSITE:

The website of your Company www.ahlada.com displays the Companys businesses up-front on the home page. The site carries a comprehensive database of information of all the Doors and Windows products including the Financial Results of your Company, Shareholding Pattern, Directors & Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company.

All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI (LODR) Regulations, 2015 has been uploaded.

43. ACKNOWLEDGEMENTS:

The Board of Directors places on record their appreciation for the co-operation and support extended by all stakeholders in the Company including the Shareholders, Bankers, Suppliers and other Business Associates.

The Directors also wish to place on record their appreciation to all the employees for their commitment and contribution towards achieving the goals of the Company.

The Directors also thank the Governments of various Countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

By Order of the Board

For M/s. AHLADA ENGINEERS LIMITED

Sd/- Sd/-
Ch. Suresh Mohan Reddy Ch. Kinnera
Date: 05.09.2020 Managing Director Whole Time Director
Place: Hyderabad (DIN : 00090543) (DIN : 08272661)