Ajooni Biotech Ltd Directors Report.

Dear Shareholders,

The Directors have pleasure in presenting their Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2018.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

Particulars 2017-2018 2016-2017
Sales 423741685 285336003.96
Others Income 2199827 488824.82
Total Income 425941513 285824828.78
Finance Charges 3407185 1363829.10
Provisions for Depreciation 3147633 1914214.14
Net Profit Before Tax 4878941 3874866.61
Provision for taxation 1018097 1117034.21
Net Profit after Tax 3860844 2757832.41

2. REVIEW OF OPERATION:

The Company has made profit of Rs. 3860844/- during the financial year. Your Director expects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in year under review.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

6. 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.

7. RELATED PARTY TRANSACTIONS :

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 in Form AOC-2 and the same forms part of this report.

8. NUMBER OF MEETINGS:

The Board has met Sixteen times during the financial year, the details of which are as under:

12th May, 2017, 30th June, 2017, 24th July, 2017, 02nd August, 2017, 10th August, 2017, 21st August, 2017, 26th August, 2017, 18th September, 2017, 29th September, 2017, 03rd October, 2017, 27th October, 2017, 22nd November, 2017, 06th December, 2017, 28th December, 2017, 29th December, 2017, 31st January, 2018.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

9. COMPOSITION OF COMMITTEES:

During the F.Y 2017-18, One Audit Committee Meetings, One Stakeholder Grievance Committee Meetings, and One Nomination and Remuneration Committee Meeting were held and the Composition as on 31.03.2018 is as below:

AUDIT COMMITTEE
Ms. Simmi Chabbra Chairman & Independent Director
Mr. Ramandeep Singh Member & Independent Director
Mr. Imteshwar Singh Member & Independent Director
STAKEHOLDER GRIEVANCE COMMITTEE
Ms. Simmi Chabbra Chairman & Independent Director
Mr. Ramandeep Singh Member & Independent Director
Mr. Imteshwar Singh Member & Independent Director
NOMINATION AND REMUNERATION COMMITTEE
Ms. Simmi Chabbra Chairman & Independent Director
Mr. Ramandeep Singh Member & Independent Director
Mr. Imteshwar Singh Member & Independent Director

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, and

Stakeholders Relationship Committees.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RE-APPOINTMENT OF DIRECTOR:

Mr. Partek Singh who retires by rotation being eligible offer 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 criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges. The Independent Directors has met one time during the financial year without the attendance of non-independent directors and members of the Management, the details of which are as under:

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:

The following Directors are appointed in the F.Y 2017-18:

1. Mr. Jasjot Singh - Managing Director
2. Mr. Partek Singh - Director
3. Mr. Imteshwar Singh - Independent Director
4. Ms. Simmi Chhabra - Independent Women Director
5. Mr. Ramandeep Singh - Independent Director
D. CESSATION OF DIRECTOR:
The following directors had resigned in the F.Y 2017-18:
1. Mr. Gurmeet Singh - Director
2. Mr. Rajiv Agarwal - Director

E. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

(i) Ms. Anjali Agarwal Company Secretary & Compliance Officer

(ii) Mr. Charanjit Singh Bhatia Chief Financial Officer

12. SUBSIDIARIES:

The company has no subsidiary, joint venture and associate company. No company became its subsidiary and associate company during the financial year ended on 31st March, 2017. The company has not entered into joint venture with any other company during the financial year ended on 31st March, 2018.

13. DIRECTOR‘S 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, 2018 the applicable Accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has 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, 2018 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.

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

The Company has entered into any or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 including Rules made there under and therefore Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is not appended herewith. ANNEXURE A

15. AUDITORS & AUDITORS REPORT:

M/s Harjeet Parvesh & Company, Chartered Accountants, (Mohali) were appointed as Statutory Auditors for a period of five year(s). Their continuance of appointment and payment of remuneration is to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Your Board recommends ratification of appointment of the Statutory Auditors for the financial year ended on 31.03.2019.

16. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Conservation of energy: It is the regular process of the Company to conserve the energy and safe the electricity consumption and have LED lights. The Company motivates to switch off the light/electric appliances where there is no use. Since, the Company is not energy intensive, the scope of conservation is low. There is no capital investment made specifically with the motive to conserve the energy during the year under review.

Technology Absorption: Your Company is committed to provide the best services/quality of products to its clients with the help of latest technology, which is reasonable, according to the size of the company. No Expenditure has been incurred for research & development or purchase of technology during the year under review.

Foreign exchange earning/outgo: There were no foreign exchange inflow or outflow during the year under review

17. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed Mr. Prince Chadha, Company Secretary as Secretarial Auditor of the Company for the financial Year 2017-18. The Secretarial Audit Report forms part of the Annual report as Annexure to the Boards Report. This report contains a qualification as mentioned below:

The Company is in the process of appointing Internal Auditors according to the provisions of section 138 of Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 regarding the appointment of Internal Auditors in the Company.

18. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure to the Board Report. ANNEXURE B

19. 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, 2018.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has given loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 and in line with the approval taken from the shareholders in the previous AGM. The details of the Loans given is mentioned under the schedules annexed to Balance Sheet.

21. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

22. STOCK EXCHANGES:

The Companys shares are listed on the following Stock Exchanges:

(i) National Stock Exchange Limited SME Platform (NSE emerge)

23. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not applicable as the Company is not falling within the prescribed ambit as mentioned there in.

24. MANAGEMENT DISCUSSION ANALYSIS REPORT:

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

25. 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.

26. ACKNOWLEDGEMENTS:

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

By Order of the Board of Directors
Registered Office: For Ajooni Biotech Limited
D-118, Industrial Area, Phase - VII
Mohali-160055 Anjali Aggarwal
Company Secretary & Compliance Officer
Date: 01.09.2018 Jasjot Singh Partek Singh
Place: Mohali Director Director

RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

A. Research & Development

1. Future plan of action

The Company is taking necessary steps for the revival of operations.

B. Technology absorption:

1. Efforts in brief made towards technology absorption, adoption and innovation.

No new technology was introduced during the Year ended 2017-18.

2. Benefits derived as a result of the above efforts.

None.

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year):

C. Foreign Exchange Earnings and Outgo

Nil

i. Earning- FOB value of Exports

Nil

ii. Outgo- CIF Value of Imports

Nil

By Order of the Board of Directors
Registered Office: For Ajooni Biotech Limited
D-118, Industrial Area, Phase - VII
Mohali-160055 Anjali Aggarwal

Company Secretary & Compliance Officer

Date: 01.09.2018 Jasjot Singh Partek Singh
Place: Mohali Director Director

ANNEXURE ‘A TO DIRECTORS REPORT

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis.

Particulars Details
1 Name (s) of the related party & nature of relationship NIL
2 Nature of contracts/arrangements/transaction NIL
3 Duration of the contracts/arrangements/transaction NIL
4 Salient terms of the contracts or arrangements or transaction including the value, if any NIL
5 Justification for entering into such contracts or arrangements or transactions NIL
6 Date of approval by the Board NIL
7 Amount paid as advances, if any NIL
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NIL

2. Details of contracts or arrangements or transactions at Arms length basis.

Particulars Details
1 Name (s) of the related party & nature of relationship Healthy Biosciences Pvt. Ltd Prism Medico and Pharmacy Limited
2 Nature of contracts /arrangements /transaction The company has come into the arrangements regarding the purchase/ sale of cattle feed and related products The company has come into the arrangements regarding the purchase/ sale of cattle feed and related products
3 Duration of the contracts /arrangements /transaction Effective date 30.06.2017 Effective date 30.06.2017
4 Salient terms of the contracts or arrangements or transaction including the value, if any To carry on all transactions on arms length basis. To carry on all transactions on arms length basis.
5 Date of approval by the Board 30.06.2017 30.06.2017
6 Amount paid as advances, if any nil nil
7 Date on which the special resolution was passed in General meeting as required under first proviso to section 188 04.09.2017 04.09.2017

 

By Order of the Board of Directors

Registered Office:

For Ajooni Biotech Limited

D-118, Industrial Area, Phase - VII
Mohali-160055 Anjali Aggarwal

Company Secretary & Compliance Officer

Date: 01.09.2018 Jasjot Singh Partek Singh
Place: Mohali Director Director