Ajwa Fun World & Resort Ltd Directors Report.

TO

The Members,

Your Directors have pleasure in presenting the 28th Annual Report together with the Audited Statement of Accounts of AJWA FUN WORLD AND RESORT LIMITED for the year ended on 31st March 2020.

FINANCIAL RESULTS:

PARTICULARS 2019-20 2018-19
Revenue from operations 19,602,659 4,01,87,412
Other Income 111,904 7,68,509
Total income 19,714,563 4,09,55,921
T otal Expenditure 31,483,978 3,93,43,377
Profit/(Loss] before Tax (11,769,415] 16,12,544
Tax Expenses 00 00
Profit/(Loss) for the year (11,769,415) 16,12,544

DIVIDEND:

To conserve the financial resources of the Company, your Directors do not recommend dividend for the year under review.

FINANCIAL PERFORMANCE:

During the year under review, the Company has reported total income of Rs. 19,714,563/- against the total Income of Rs. 4,09,55,921/- during the previous year. The Company has Net Loss of Rs. 11769415 /- during the year under review as against Net Profit of Rs.1612544/- during the previous year.

FINANCE:

(i) SHARE CAPITAL:-

The paid up Equity Share Capital of the Company as on 31st March, 2020 is Rs. 63,900,000 during the year under review; the Company has neither issued equity shares with differential voting rights nor granted stock options or sweat equity.

(ii) DEPOSITS:-

The Company has not accepted/renewed any public deposits during the year under review as per provision of Section 73 of the Companies act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

(iii) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

MATERIAL CHANGES AND COMMITMENT:

• Mr. Jigneshbhai Ravjibhai Patel was appointed as Additional Director of the Company as on 28/05/2019. (Mr. Jigneshbhai Ravjibhi Patel will regularized in Annual General Meeting held as on30/09/2019)

• Mr. Chandrakant Dattaram Kadam was appointed as Whole Time Company Secretary of the Company as on 15/06/2019.

INTERNAL FINANCIAL CONTROLS:

The company has adequate internal financial control system with reference to the Financial Statements. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company. The details of the Whistle Blower Policy posted on the website of the Company www.ajwaworld.com.

RELATED PARTY TRANSACTIONS:

No Related Party Transactions were entered into during the financial year 2019-2020. All Related Party Transactions entered into in the past were on an arms length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with

promoters, directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company (www.aiwaworld.com) under the head ‘Investor Relations. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions.The summary of related party transactions is given below;

FORM AOC-2

(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and 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 transactions under third Proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis; N.A. as there were no transactions during the year which were not at arms length.

2. Details of material contracts or arrangements or transactions at arms length basis entered with related party during the financial year 2019-2020

• Mr. Rahil R. Jain—Rent Paid

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS:

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY:

The requirements of corporate social responsibility in terms of Section 135 of the Companies Act, 2013 does not apply to your company.

DIRECTORS:

(i) Appointment/Resignation:-

Mr. Rahil Rajeshkumar Jain is being resigned as director due to disqualification under Section 164 dated

03.05.2019

Mr. Jigneshbhai being appointed as additional director dated 28.05.2019 and being reappointed dated

30.09.2019 as director

Retirement by rotation:-

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Jigneshbhai Ravjibhai Patel retires by rotation and is eligible for reappointment.

Change in compliance officer

Mr. RAJESHKUMAR CHUNILAL JAIN being appointed as compliance officer dated 26.04.2019

(ii) Declarations by Independent Directors:-

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013 (the "Act"), with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) and relevant Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(iii) Board Evaluation:-

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(iv) Board Meetings:-

During the year, NINE (9) Board Meetings and four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report forming part of this Annual Report.

BOARD OF DIRECTORS:

a) THE COMPOSITION OF BOARD OF DIRECTORS OF THE COMPANY AS ON 31/03/2020:-

SR NAME OF DIRECTOR NO EXECUTIVE NON EXECUTIVE, INDEPENDENT DIRECTOR NO OF COMPANIES IN WHICH DIRECTORS ATTENDANCE OF LAST AGM
01 RAJESHKUMAR CHUNILAL JAIN EXECUTIVE DIRECTOR (MD ) 4 YES
02 RAHIL RAJESHKUMAR JAIN EXECUTIVE DIRECTOR (RESIGNED DATED 03.05.2019 5 NO
03 PRADYUMAN PANDYA NON EXECUTIVE INDEPENDENT DIRECTOR 1 YES
04 SHANTI YASHPAL NANDECHA NON EXECUTIVE INDEPENDENT DIRECTOR 0 YES
05 ARVIND MANUBHAI VAKIL NON EXECUTIVE INDEPENDENT DIRECTOR 0 YES
06 KALINDI VIMAL PATEL CFO(KMP) 4 NO
07 JIGNESHBHAI RAVJIBHAI PATEL EXECUTIVE DIRECTOR 1 YES

b) THE ATTENDANCE OF EACH DIRECTORS OF THE COMPANY AT BOARD MEETINGS AS ON 31/03/2020:-

SR.NO. NAME OF DIRECTOR NO.OF MEETINGS ATTENDED DURING THE YEAR 2019-20
1 RAJESHKUMAR CHUNILAL JAIN 9
2 PRADHUMAN I. PANDYA 9
3. 9
SHANTI Y. NANDECHA
4 RAHIL RAJESHKUMAR JAIN 0
5 ARVIND MANUBHAI VAKIL 9
6. KALINDI VIMAL PATEL 1
7. JIGNESHBHAI RAVJIBHAI PATEL 6

c) NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND DATES OF BOARD MEETINGS:

Sr. No. Date Sr. No. Date
1. 26.04.2019 6. 14.08.2019
2. 03.05.2019 7. 30.08.2019
3. 28.05.2019 8. 14.11.2019
4. 30.05.2019 9. 13.02.2020
5. 15.06.2019

INDEPENDENT DIRECTORS MEETING:

In compliance with Section 149(8) of the Act read along with Schedule IV of the Act and Clause 49 (II)(B)(6) of the listing agreement with the stock exchange, the Independent Directors met on 13.02.2020, inter alia, to discuss:

i. Evaluation of the performance of non- Independent Directors and the Board as a whole;

ii. Evaluation of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

iii. Evaluation of the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

FORMAL ANNUAL EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, working of the Committees and the Directors individually.

The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Boards effectiveness in decision making, in providing necessary advice and suggestions to the Companys management, etc.

A separate meeting of the Independent Directors was also held during the year for evaluation of the performance of the Non Independent Directors, the Board as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, contribution towards positive growth of the Company, etc.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3) (c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended 31st March, 2020; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as Significant Accounting Policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2020 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken 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 financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS:

M/s DSKHTP & ASSOCIATES, Chartered Accountants (Firm registration no.119285W/) Appointed as the Statutory Auditors of the company retire at ensuring Annual General Meeting and are eligible for re-appointment. They have furnished a certificate regarding their eligibility for re-appointment as statutory Auditors of the Company, Pursuant to Section 139(2) of the Companies Act, 2013 read with Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014. The Board of Directors recommends their re-appointment for the year 2019-20, 2020-21, 2021-22, 2022-23 and 2023-24 i.e. up to conclusion of 32nd Annual General Meeting.

SECRETARIAL AUDITOR:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS VIVEK VASANI, a practicing Company Secretary, RAJKOT (Membership No.34219). The Report of the Secretarial Audit is annexed herewith as "Annexure - A". With reference to noncompliance as stated in the secretarial Audit Report your board reports that registered office of the company is situated at Waghodia and in that area no company secretary is willing to join and work as a company secretary as the company has made several efforts to short list the candidates for the post of secretary.

Boards of directors are keen to appoint the person who can provide appropriate time and energy towards the corporate compliances. On selection of suitable candidates for both positions company will take immediate action to appoint the same.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review are presented in a separate section forming part of this Report.

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".

CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the company is not having the paid up share capital exceeding Rs. 10 Crores and Net Worth exceeding Rs. 25 Crores, the said provisions are not applicable. As our company does not have the paid up share capital exceeding Rs. 10 Crores and Net worth exceeding Rs. 25 Crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT-PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, the company has constituted the Nomination and Remuneration Committee and their policy and same approved by the Board. The Policy is attached at "Annexure - C".

REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSED ACT 2013.

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Policy on Prevention of Sexual Harassment at Workplace has been formulated by the Company. The policy aims to develop a harmonious and productive working environment free from sexual harassment.

The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately. During the year under review, the Company received Nil complaints pertaining to sexual harassment.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE OUTGO:

The Company is not engaged in activities specified in Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, and as such the company is not required to give information relating to conservation of energy. The Company is not using any particular technology and as such information relating to technology absorption is not required to be given. There is no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 (12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separately as Annexure 4 to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Act and Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available at the registered office of the Company during working hours, pursuant to the provisions of the first proviso to Section 136(1) of the Act and any Member interested in obtaining such information may write to the Company Secretary and the same will be made available to any such Member on request.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend, the provision of Section 125 of the companies Act, 2013 do not apply.

CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year, there is no change in the nature of the business of the company.

TRANSFER TO RESERVES

During the year under review, the company has not transferred any amount to reserves.

RISK MANAGEMENT

Board has constituted a Risk Management Committee of the Board, to assist the Board with regard to the identification, evaluation and mitigation of operational, strategic and external risks. Risk Management Committee works towards identifying internal and external risks and implementing risk mitigation steps. On quarterly basis, status updates are provided to the Board of Directors of the Company. More details on risks and threats have been disclosed in the section "Management Discussion and Analysis".

INSURANCE:

All fixed assets and movable assets of the Company are adequately insured.

FINANCIAL CALENDAR

The Company expects to announce the unaudited/ audited quarterly results for the year 2019-20 as per the following schedule:

First Quarter: 2nd week of August, 2019

Half yearly results: 2nd Week of November, 2019

Third Quarter: 2nd Week of February, 2020

Yearly Results: By end of May, 2020

ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff of the Company during the financial year.

DATE: 05.09.2020