Ajooni Biotech Ltd Directors Report.

Dear Shareholders,

The Directors have pleasure in presenting their 9th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2019.

1. FINANCIAL RESULTS

The Financial results are briefly indicated below:

Particulars 2018-19 2017-2018
Revenue from Operations 39,71,80,778 42,37,41,685
Other Income 33,86,329 21,99,827
Profit/loss before Depreciation, Finance 87,95,291 1,14,33,759
Costs, Exceptional items and Tax
Expense
Less: Depreciation/ Amortisation/ Impairment 29,74,582 31,47,633
Profit /loss before Finance Costs, 58,20,709 82,86,126
Exceptional items and Tax Expense
Less: Finance Costs 10,71,468 34,07,185
Profit /loss before Exceptional items and Tax Expense 47,49,241 48,78,941
Add/(less): Exceptional items - -
Profit /loss before Tax Expense 47,49,241 48,78,941
Less: Tax Expense
- Current Tax 11,74,582 13,08,340
- Deferred Tax (5,35,094) (2,90,243)
Profit /loss for the year 41,09,752 38,60,844

2. REVIEW OF OPERATION

The Company has made profit of Rs. 41, 09,752/- 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 41, 09,752/- 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. DIVIDEND

Your Director regrets their inability to recommend Dividend in year under review due to conservation of profits and continued investment in the business.

6. DEPOSITS

The following details of deposits, covered under Chapter V of the act:

a) Deposits Accepted during the year; NIL

b) Remained unpaid or unclaimed as at the end of the year; NIL

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- NIL

d) The details of deposits which are not in compliance with the requirements of Chapter.

7. SHARE CAPITAL

a) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year under review, the Company has not issued any equity shares with differential rights.

b) ISSUE OF SWEAT EQUITY SHARES

During the year under review, the Company has not issued any equity shares with sweat equity shares.

c) ISSUE OF EMPLOYEE STOCK OPTIONS

During the year under review, the Company has not issued employee stock option.

d) PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees is not applicable on the Company.

8. 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 E.

9. 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.

10. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2019, 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://www.ajoonibiotech.com/pdf/RELATED%20PARTY%20TRANSACTION%20POLICY1.pd f.

11. NUMBER OF MEETINGS

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

30th May, 2018, 1st September, 2018, 14th November, 2018, 05th December, 2018, 11th January, 2019, 15th February, 2019 and 15th March, 2019.

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

12. 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

The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013, the Rules framed thereunder read with Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been duly approved by the Board of Directors. The recommendations made by the Audit Committee are accepted by your Board.

The committee met four times during the F.Y 2018-19:-

- 30.05.2018

- 11.08.2018

- 14.11.2018

- 15.03.2019

The Composition of the Audit Committee as on 31.03.2019 is as below:

AUDIT COMMITTEE
Ms. Simmi Chabbra Chairman & Independent Director
Mr.Ramandeep Singh Member & Independent Director
Mr. Imteshwar Singh Member & Independent Director

b) Nomination & Remuneration Committee The committee met Two times during the F.Y 2018-19:-

- 14.11.2018

- 15.02.2019

The Composition of the Nomination & Remuneration Committee as on 31.03.2019 is as below:

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

c) Stakeholder Grievance Committee The committee met once during the F.Y 2018-19:- - 30.03.2019

The Composition of the Stakeholder Grievance Committee as on 31.03.2019 is as below:

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

13. 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.

14 . 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:

30th March, 2019

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

No new director was appointed during the F.Y. 2018-19.

D. CESSATION OF DIRECTOR

No director resigned/vacated during the F.Y. 2018-19.

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) Mr. Jasjot Singh- Managing Director

(ii) Ms. Anjali Agarwal Company Secretary & Compliance Officer (Resigned on 15th February, 2019)

(iii) Mr. Charanjit Singh Bhatia Chief Financial Officer (Resigned on 14th November, 2018)

(iv) Mr. Gurmeet Singh- Chief Financial Officer (Appointed on 14th November, 2018)

F. REMUNERATION

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

15. 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, 2019. The company has not entered into joint venture with any other company during the financial year ended on 31st March, 2019.

16. 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, 2019 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, 2019 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.

17. AUDITORS & AUDITORS REPORT

In terms of the provisions of the Companies Act, 2013 (‘Act), statutory auditor firm can be appointed for a two consecutive terms of 5 years. M/s Harjeet Parvesh & Company (FRN NO. 017437N), Chartered Accountants were appointed as Statutory Auditors for a period of five year(s) and their first term ends on 31.03.2019.

Based on the recommendation of the Audit Committee, the Board of Directors in their meeting held on 31.08.2019, proposed to appoint M/s Harjeet Parvesh & Company (FRN NO. 017437N), Chartered Accountants as the statutory auditors of the Company for a period of five years commencing from the conclusion 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. 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. The Firm has also obtained Peer Review Certificate from the Institute of Chartered Accountants of India.

Your Board recommended the re-appointment of the Statutory Auditors for a period of five years ending on 31.03.2024.

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

Conservation of energy: The Company on regular basis makes efforts to save and conserve the energy. The Company motivates to switch off the lights/electric appliances when not in use. Further, the Company is not quite energy intensive, thus, the scope of conservation is low and no capital investment was made during the year for this specific motive.

Technology Absorption: Your Company is committed to provide the best services/quality of products to its customers with the help of latest technology, which is reasonable and 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 inflows or outflows during the year under review.

19. 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. Jain Akshi & Associates, Company Secretaries, as Secretarial Auditor of the Company for the financial Year 2018-19. The Secretarial Audit Report forms part of the Annual report as Annexure D to the Boards Report. This report contains qualifications as mentioned below alongwith the replies:

1. The Company has not appointed Internal Auditor as per the Section 138 of the Companies Act.

The Company is in the process of appointing the internal auditors so as to fill the vacancy in this regards.

2. The Financial Statements of the Company for the Financial Year were not signed as per Section 134 of the Companies Act, 2013.

The financial statements for the financial year 2017-2018 were prepared and audited by the statutory auditors and the same were adopted in the 8th Annual General Meeting held on 28th September, 2018 and the same have been signed in terms of the Section 134 of the Companies act, 2013. It is further submitted that the CFO and CS had expressed their inability to sign the said Financial Statements. However the annual Financial Statements for the financial year 2017-2018 have been signed by Mr. Jasjot Singh and Mr. Partek Singh and are in accordance with the provisions of Section 134 of the Act.

3. The Company has not given timely proper intimation to the Stock Exchange about the meeting of the Board of Directors held on 05.12.2018 as per Regulation 29 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The meeting was called on a shorter notice. Hence, the intimation to the stock exchange could not be given.

4. The Company has submitted the voting results of the Annual General Meeting held on 28th September, 2018 with the Stock Exchange on 1st October, 2018, which is not within 48 hours of conclusion of Annual General Meeting as per Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Due to power shut down the results could not be uploaded on time.

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure ‘B to the Board Report. The copy of same has also been uploaded on the website of the Company at www.ajoonibiotech.com.

21. 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, 2019.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not granted any loan & guarantee within the meaning of Section 186. Your Company has not given any loan/guarantee or provided any security during the year under review. However, the company has made investments in the following companies:-

NAME OF THE COMPANY AMOUNT (In Rs.)
1 HI-TECH PIPES LIMIITED 31,74,495
2 NEW LIGHT APPARELS LIMITED 1,40,390
3 RAMA STEEL TUBES LIMITED 11,10,544

23. 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://www.ajoonibiotech.com/pdf/whistle_blower_policy.pdf.

24. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACES

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.

25. STOCK EXCHANGES

The Companys shares are listed on the following Stock Exchange:

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

26. LISTING FEES

The Annual Listing Fee for the financial year 2018-19 had been paid to those Stock Exchanges where the Companys shares are listed.

27. 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.

28. MANAGEMENT DISCUSSION ANALYSIS REPORT

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

29. 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.

30. 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.

31. 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.

32. 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.

33. TRANSFER TO IEPF

There are no unclaimed funds or shares to be deposited to the Investor Protection and Education Fund as on 31.03.2019.

34. 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).

35. 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.

36. ACKNOWLEDGEMENTS

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

By Order of the Board of Directors

For Ajooni Biotech Limited

Date: 31.08.2019 Jasjot Singh Partek Singh
Place: Mohali Director Director
DIN: 01937631 DIN: 07864006
H.No 1768 Phase 3B2, # 01, Ved Beant Niwas,
Mohali, Punjab New Moti Bhag Colony, Patiala