Ajooni Biotech Ltd Directors Report.

FOR THE FINANCIAL YEAR 2020-21

To

The Members Ajooni Biotech Limited

The Directors have pleasure in presenting their 11th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2021.

1. FINANCIAL RESULTS

The Financial results are briefly indicated below:

Particulars 2020-21 2019-20
Revenue from Operations 51,03,88,901 40,03,26,163
Other Income 1,72,109 5,98,511
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 1,66,58,227 13006109.42
Less: Depreciation/Amortisation/ Impairment 57,75,160 49,19,813.49
Profit /loss before Finance Costs, Exceptional items and Tax Expense 1,08,83,067 9086295.93
Less: Finance Costs 58,40,690 3279206.24
Profit /loss before Exceptional items and Tax Expense 50,42,377 4807089.69
Add/(less): Exceptional items - -
Profit /loss before Tax Expense 50,42,377 4807089.69
Less: Tax Expense
Current Tax 15,03,280 1683532
Deferred Tax (1,91,424) (3,44,455)
MAT Credit Entitlement - -
Profit /loss for the year 37,30,518 34,68,012.95

2. REVIEW OF OPERATION

The Company has made profit of Rs. 37,30,518/- during the financial year. Your Directors expect to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. TRANSFER TO RESERVES

The company has transferred Rs. 37,30,518/- being the profit for the current financial year to Reserves & Surplus.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the company.

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, no material change took place which may effect the financial position of the company.

6. DIVIDEND

In view to expand the business of the company and continuous investment in the business, the Directors of the Board regret their inability to recommend any dividend.

7. DEPOSITS

During the period under review the Company has neither accepted nor invited any Public Deposits. Hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 are not applicable.

8. CHANGES IN SHARE CAPITAL, IF ANY

a) Authorised Capital

During the year under review, Companys authorised share capital was increased from Rs. 10 crores (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore only) equity shares of Rs. 10/-(Rupees Ten only) to Rs. 16 crores (Rupees Sixteen Crore only) divided into 1,60,00,000 (One Crore Sixty Lacs only) equity shares of Rs. 10/-(Rupees Ten only).

b) Issued, Subscribed & Paid up Capital

During the year under review, company issued 6,00,000 equity shares at Rs. 20 each ( including premium of Rs. 15/-) on preferential basis. Further, company issued additional 10,00,558 bonus shares in the ratio of 1:9.

Therefore, Companys paid up share capital has increased from Rs. 8,40,50,240/- (Rupees Eight Crore Forty Lakhs Fifty Thousand Two Hundred and Forty only) divided into 84,05,024 (Eighty Four Lakh Five Thousand and Twenty Four only) equity shares of Rs. 10 each/- to Rs. 10,00,55,820/- (Rupees Ten Crore Fifty Five Thousand Eight Hundred and Twenty only) divided into 1,00,05,582 (One Crore Five Thousand Five Hundred and Eighty Two only) equity shares of Rs. 10 each.

9. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith as Annexure A to the Board Report. The copy of same has also been uploaded on the website of the Company at www.aioonibiotech.com.

10. NUMBER OF MEETINGS

The Board has met 9 (Nine) times during the financial year, the details of which are as under:

02/04/2020, 29/06/2020, 13/08/2020, 07/09/2020, 05/11/2020, 10/11/2020, 23/01/2021, 01/03/2021 and 13/03/2021.

The details of meetings of the Board and attendance of the directors is provided in the Report on Corporate Governance which forms the part of this report.

11. COMPOSITION OF COMMITTEES

As per the applicable provisions of the Companies Act,2013 & Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2018, three Committees have been constituted in the company which are as follows:-

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholder Grievance Committee

The details of meetings of the committees and attendance of the members is provided in the Report on Corporate Governance which forms the part of this report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RE-APPOINTMENT OF DIRECTOR

During the year, Mr. Gursimran Singh (DIN: 02209675) Director of the Company retiring by rotation & being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

B. INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under SEBI (LODR) Regulations, 2015 with the Stock Exchanges.

The meeting of the Independent Directors was held on 25th February, 2021, as per schedule IV of the Companies Act, 2013. All the directors attended the meeting.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors Report.

C. APPOINTMENT OF DIRECTOR

During the year, Mr. Gursimran Singh was appointed as Additional Director with effect from 13th August 2020. Further, he was regularized as a Director at the Annual General Meeting held on 10th September 2020.

D. CESSATION OF DIRECTOR

During the year, Mr. Rajesh Parashar resigned from the directorship of the company with effect from 13th August 2020.

E. KEY MANAGERIAL PERSONNEL

During the year under review, pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under, Key Managerial Personnel as on 31st March 2021 are the following:

(i) Mr. Jasjot Singh- Managing Director

(ii) Mr. Gurmeet Singh- Chief Financial Officer

(iii) Ms. Swati Vijan - Company Secretary

F. REMUNERATION

The details of the remuneration given to the Board of Directors and Key Managerial Personnel have been given in the Annexure A of the Board Report. (MGT-9)

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year ended March 31, 2021, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ordinary course of business and at arms length basis. Your Company does not have a Material Subsidiary as defined under Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [Listing Regulations].

Further, the information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure "B" in Form AOC-2 and the same forms part of this report.

The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website at https://www.ajoonibiotech.com/ and direct web link to the policy is at https://ajoonibiotech.com/Uploads/Policy/RELATED%20PARTY%20TRANSACTION%20POLICY.pdf

14. PARTICULARS OF EMPLOYEES

Information 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 subsequent amendments thereto, is annexed to this Boards Report and marked as Annexure "C".

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

16. MANNER OF BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of SEBI (LODR) Regulation 2015, a structured procedure was adopted after taking into consideration of the various aspects of the Boards functioning composition of the Board and its committees, execution and performance of specific duties, obligations and governance.

The performance evaluation of the independent Directors was completed in time. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expresses their satisfaction with the evaluation process.

The performance of each committee has been evaluated by its members and found to be highly satisfactory.

On the basis of this exercise, the Board has decided that all Independent Directors should continue to be on the Board.

17. CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and is committed to maintain the steady standards for the same. The Company has complied with all the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 after getting shifted to the Main Board of NSE.

The Report on corporate governance along with a certificate from the Auditors of the Company confirming the compliance as stipulated under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015 forms part of this Annual Report as "Annexure D".

18. MANAGEMENT DISCUSSION ANALYSIS REPORT

The details forming part of Management Discussion and Analysis Report is annexed herewith as Annexure to the Board Report as ANNEXURE "E".

19. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies Act, 2013 during the financial year ended on 31st March, 2021.

20. ADOPTION OF INDIAN ACCOUNTING STANDARD (INDAS)

The company was listed on SME Platform (NSE emerge) and got admitted its shares on the Main Board of NSE on 07th May 2021. Further, in accordance with the Indian Accounting Standards notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards (Ind AS)) Rules, 2015, company has to adopt and follow the provisions of Indian Accounting Standards in preparation of its financial statements for the year ended 31st March 2021. The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it mandatory in a phased manner for adoption and applicability of Indian Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking Finance Companies read with Rule 4 of the Companies (Indian Accounting Standards) Rules 2015.

Keeping in view of the above applicability, the Company has followed the Indian Accounting Standards notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards (Ind AS)) Rules, 2015 for preparation of its financial statements for the year ended 31st March 2021.

21. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2021 the applicable Accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) That the Directors had 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2021 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.

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.

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

The Provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption do not apply to your company for the period under review. Further, there were no foreign exchange earnings or outgo during the year under review. However, the management has taken all the necessary steps to conserve the resources to the extent possible. "Annexure - F".

23. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed M/s. MR CHECHI & Associates, Company Secretaries, Chandigarh as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial Year 2019-20. The Secretarial Audit Report for the financial year ended 31st March 2021 is attached as "Annexure G" to this Report.

Observations Remarks/ Reply
During the year under review National Stock Exchange of India Limited had imposed a penalty of Rs. 11,800/- on the company for Noncompliance of Regulation 29(2)/(3) of SEBI (LODR) Regulations, 2015 and Rs. 47,200/- for Non- Compliance of SEBI (ICDR) Regulations, 2018. Due to the COVID-19, the business of the Company was adversely affected, and had to deal with so much uncertainty. Therefore, in order to deal the then situation, the Audit committee actively recommended the matter to the Board for to raise funds for smooth working and to meet the working requirements.
In order to deal with the prevailing situation, your Board urgently took up the matter within any other business matter, and intimated to the stock exchange. However, company did not have any intention to conceal such information. No unfair advantage or gain has occurred to company and also no harm or loss was caused to any retail investors.
Therefore, the penalty imposed by the stock exchange was just regarding the non-disclosure of information on time and the same was paid by the company at the same time. The default was purely un-intentional.
The company did not publish the Notice of Annual General Meeting held on 10th September, 2020 During the year under review, company was listed on NSE Emerge (SME Platform) and was exempted under Regulation 47 (4) of SEBI (LODR) Regulation 2015 to publish Advertisements in the Newspapers. However, in line with the SEBI circular, the Ministry of Corporate Affairs ("MCA") issued a circular on 05th May 2020, exempted the companies to dispatch Notice of AGM and Annual Reports to the shareholders through registered post or speed post or courier and shall be sent only through e-mail and a public notice shall be e by way of advertisement be published specifying the information of AGM. However, the company uploaded Notice of AGM and Annual Report on the website of the company and disclosed to the stock exchange, whenever and wherever required, hence, complied with the aforementioned SEBI Circular but, since the Company Secretary of the company was on leave and there was no other person to follow the part, the compliance with the aforementioned MCA Circular got skipped.
Further, there was no mala-fide intention, not to comply with the guidelines and is completely un-intentional.

24. STATUTORY AUDITORS & AUDITORS REPORT

M/s Harjeet Parvesh & Company (FRN NO. 017437N), Chartered Accountants (Peer Review Certificate No. 011668) were re-appointed as Statutory Auditors of the Company at the Annual General Meeting held on 30th September 2019, for the second term of five consecutive years i.e. for a period of five years commencing from the conclusion of this Annual General Meeting till the conclusion of the 14th Annual General Meeting of the Company to be held in the year 2024 and shall continue to be statutory auditors of the company for the Financial Year 2021-2022. The Auditors have confirmed that they are not disqualified from being re-appointed as Auditors of the Company. The Report given by the Auditors on the financial statement of the Company is part of this Report as Annexure "H".

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.

25. CASH FLOW ANALYSIS

In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations, 2015, the Cash Flow Statement for the year ended on 31st March, 2021 forms an integral part of the Financial Statements.

26. IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal during the financial year ended on 31st March, 2021.

27. NOMINATION & REMUNERATION COMMITTEE POLICY

Your Board has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. This policy also lays down criteria for selection and appointment of Board Members. The detail of this policy is explained in the Report on Corporate Governance. The Nomination and remuneration Policy is available on the website of the company at www.ajoonibiotech.com and direct web link to the policy is at https://ajoonibiotech.com/Uploads/Policy/nomination-and-remuneration-policy.pdf

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan/guarantee or provided any security during the year under review under the provisions of section 186 of the Companies Act, 2013.

Details of Loans

Sl. Date N of o. makin g loan Deta ils of Borrow er Amou nt Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd.) Rate of Intere st Security
NI L NIL NIL NIL NIL NIL NIL NIL NIL NIL

Details of Investments

Sl. No. Date of invest ment Detail s of Invest ee Amount Purpose for which the proceeds from investment is pro- posed to be utilized by the recipient Date of BR Date of SR (if reqd.) Expected rate of return
NIL NIL NIL NIL NIL NIL NIL NIL

Details of Guarantee / Security Provided

Sl. No Date of providing security/ guarantee Detail s of recipient Amoun t Purpose for which the proceeds from investment is pro- posed to be utilized by the recipient Date of BR Date of SR (if reqd.) Expected rate of return
NIL NIL NIL NIL NIL NIL NIL NIL

29. BORROWINGS

Total borrowings of the company both long term and short term as on 31stMarch, 2021 are amounting Rs. 678 lacs as compared to previous year ended 31st March, 2020 of amounting Rs. 502 lacs (For details Refer Note No. 11 and 12 of the Audited Financial Statements).

30. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called the Whistle Blower Policy for Directors and employees to report concerns of unethical behavior, actual or suspected, fraud or violation or the Companys code of conduct or ethics policy. In line with this requirement, the Company has framed a "Whistle Blower Policy", which is placed on the Companys website. The Whistle Blower Policy as approved by the Board is uploaded on the Companys website at https://www.ajoonibiotech.com/ and direct web link to the policy is at https://ajoonibiotech.com/Uploads/Policy/whistle_blower_policy.pdf.

31. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place a Prevention of Sexual Harassment Policy pursuant to the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. No complaint has been received during the year under review.

32. STOCK EXCHANGES

Your board is pleased to announce that the shares of the company were shifted from SME Platform (NSE emerge) to the Main Board of National Stock Exchange of India Limited (NSE). Your company successfully completed 2 years on SME Platform of NSE and met the eligibility criteria for shifting to the main board of NSE. The company had obtained In-Principle approval from NSE on April 26, 2021 and Final Listing and Trading Approval was granted by NSE on May 05, 2021. Further, 10005582 equity shares of the company were listed and admitted for dealing on exchange w.e.f. May 07, 2021.

33. LISTING FEES

The Annual Listing Fee for the financial year 2020-21 had been paid to the National Stock Exchange where the Companys shares are listed.

34. TRADE RELATIONS

The Board wishes to place on record its appreciation for the support and co-operation that the Company received from its suppliers, distributors, retailers and other associates. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Companys endeavor to build and nurture strong links based on mutuality, respect and co-operation with each other and consistent with customer interest.

35. INTERNAL AUDITORS & AUDITORS REPORT

As required under section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 made there under, the Company has appointed Internal Auditors to assess the risk management and to ensure that risk management processes are efficient, effective, secure and compliant.

It is the basic check of internal control of the organization. An internal audit is an organizational move to check, ensure, monitor and analyze its own business operations in order to determine how well it conforms to a set of specific criteria.

36. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Companys internal financial control ensures that all assets of the Company are properly safeguarded and protected, proper prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately.

Your Company has an adequate system of internal financial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

37. MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 and Rules framed thereunder with respect to the Companys nature of business.

38. DEMATERILISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE820Y01013 has been allotted for the Company. Further the Company does not have any Equity shares lying in the Suspense Account.

39. TRANSFER TO INVESTOR PROTECTION AND EDUCATION FUND (IEPF)

There are no unclaimed funds or shares to be deposited to the Investor Protection and Education Fund as on 31.03.2021.

40. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the Regulators, Courts or Tribunals, during the year under review, which would impact the going concern status of the Company and its operations in future.

42. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company and the shareholders for their support and confidence reposed on the Company.

By Order of the Board of Directors
For Ajooni Biotech Limited
Date: 27.08.2021 Jasjot Singh Gursimran Singh
Place: Mohali Managing Director Director
DIN:01937631 DIN:02209675