AKI India Ltd Directors Report.

Dear Shareholders,

The Directors have the pleasure in presenting the Annual Report and Audited Accounts of the Company for the year ended on March 31,2020

FINANCIAL RESULTS:

The summarized standalone financial performance of the Company for the financial year ended March 31, 2020 as compared to previous year was as under::

Standalone (Amount in Rs.)

PARTICULARS Year ended March 31,2020 Year ended March 31,2019
Revenue from Operations 41,03,66,202.10 39,75,60,652.20
Other Income 2,05,18,416.07 3,18,70,449.02
Total Income 43,08,84,618.17 42,94,31,101.22
Profit before Interest, Depreciation, Prior Period Items and Tax (PBIDTA) 4,10,18,834.01 4,25,44,496.54
Less: Finance Costs 1.29,56,474.48 1,49,64,841.10
Less: Depreciation and Amortization 17492005.93 1.63.34.044.01
Profit before Exceptional/ Prior Period Items and Tax 1,05,70,353.60 1,12,45,611.33
Less: Exceptional/ Prior Period Items (Net) 0.00 0.00
Profit Before Taxes (PBT) 1,05,70,353.60 1,12,45,611.33
Less: Tax Expense Current 4,253,629.00 3588610.00
Deferred Tax ( 12,28,957.00) 2690718.00
Profit for the year (PAT) 75,45,681.60 49,66,283.33

FINANCIAL HIGHLIGHTS:

In the year under review, the turnover of the company has increased to Rs 41.03.66.202.10. in financial year 2019-20 as compared to Rs. 39.75.60.652.20 in financial year 2018-19 despite of prevailing COVID 19 pandemic.

Tire management continues to pursue its efforts to improve its operational efficiency by better Capacity Utilisation and diversification into High quality value added export quality footwear to improve its Turnover and Operating margin in current year. Outlook for current year will be better barring any unforeseen circumstances.

There is no change in nature of business of the Company during the Financial Year under review.

DIVIDEND

Your Directors regret their inability to recommend dividend in order to conserve resources for future growth. TRANSFER TO RESERVES

During the year under review there is no transfer to the General Reserves (Statutory Reserve).

COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNEARTION:

The company has made its own selection process viz a viz for executive and non executive directors. Nomination and Remuneration Committee has checked out all the norms as provide in section 149 (6) of Companies Act. 2013 for selection and appointment of Independent Directors in company to ensure that the thoughts of such director are not biased at all. All the directors who have been appointed as independent director in company are well competent since they are working in the company for a very long period. The company follows proper mechanism for the remuneration paid to the directors as per the recommendation made by the Nomination and Remuneration committee after observing their comments.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION:

The company would like to inform that no material changes and commitments affecting the financial position of the company have occurred during the period from the end of financial Year till the date of this report.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS:

The Company has not granted any secured or unsecured loans from /to companies, firms or other parties listed in the register maintained under section 189 of the act Companies Act, 2013 dealing with any loan, investments and /or guarantee.

LEGAL FRAMEWORK AND REPORTING STRUCTURE:

The Company would like to inform that a legal compliance tool has been installed vertically within the organization for monitoring and complying all laws applicable to the Company. This tool is being overseen and supervised by the office of the Chief Financial Officer. Further the Chief Financial Officer has also been cast the responsibility of providing a compliance certificate at every Board meeting including the key non- compliances during the quarter.

CSR ACTIVITIES:

CSR Activities are not applicable to the company. Since the Company does not meet the criteria as defined under section 135 of Companies Act. 2013 and the rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required Under Section 134(3) (m) of the Companies Act. 2013 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules. 88 and Rule 8 (3) of Companies (Accounts) Rules. 14 and forming part of the report of the Directors. (Annexure-1)

DISCLOSURES:

COMMITTEES TO THE BOARD:

The Company has several Committees which have been established in Compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

- Audit Committee

- Nomination & Remuneration Committee

- Share transfer & Shareholders Grievance Committee

(i)MEETINGS OF THE BOARD:

Seven meetings of the Board of Directors w ere held during the year. For further details, please see report on corporate governance.

s. No. Date of Board Meeting

Attendance of thee Directors

ASLAM SAEED JAVED IQBAL SAMEENA ASAD IRAQI OSAMA ANWAR RAJ KRISHNA AGRAWAL
1 30-04-2019 Y Y Y Y Y
2 05-07-2019 Y Y Y Y Y
3 04-09-2019 Y Y Y Y Y
4 12-10-2019 Y Y Y Y Y
5 15-12-2019 Y Y Y Y Y
6 31-03-2020 Y Y X Y Y

(ii)AUDIT COMMITTEE:

The Audit Committee consists of Mr. Aslarn Saeed. Mr. Javed Iqbal.. and Mr. Raj Krishna Agarwal being Non Executive Directors. The broad terms of reference to the Audit Committee include, reviewing with management the quarterly and annual financial results/ statements, financial or risk management policies, adequacy of internal control systems and internal audit functions, overseeing of the Companys financial reporting process, recommending the appointment and removal of auditors etc.

s. No. Date of Committee Meeting

Attendance of the

Directors
Aslam Saeed Javed lqbal Raj Krishna Agarwal
1 29-05-2019 Y Y Y
2 05-08-2019 Y Y Y
3 14-11-2019 Y Y Y
4 11-02-2020 Y Y Y

(iii) SHARE TRANSFER AND SHAREHOLDERS GREIVANCE COMMITTEE:

The Share transfer & Shareholders Grievance Committee was constituted to specifically look into Share Transfers and redressal of investors complaints relating to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. under the Chairmanship of Mr. Aslarn Saeed. who is independent, non executive Director. The other members of the Committee are Mrs. SameenaAsad Iraqi. Whole-time Director and Mr. Javed Iqbal. Director of the company.

1. No. of Complaints received from Investors from 01.04.19 to 31.03.20 ZERO
2. No. of solved to the satisfaction of the Shareholders ZERO
3. No. of pending share transfers NIL

During the financial year the SHARE TRANSFER AND SHAREHOLDERS GREIVANCE COMMITTEE Met On:

S. No. Date of Committee Meeting

Attendance of the Directors

Aslam Saeed Sameena Asad Iraqi Javed lqbal
1 09-04-2019 Y Y Y
2 13-07-2019 Y Y Y
3 10-10-2019 Y Y X
4 11-01-2020 Y Y Y
5 30-03-2020 Y Y X

(iii) NOMINATION AND REMUNERATION COMMITTEE

In compliance with section 178 of the Act and of the Listing Agreement the Board has constituted "Nomination and Remuneration Committee" which comprises Mr. Aslarn Saeed. Mr. Javed Iqbal,, and Mr. Raj Krishna Agarwal all being Non Executive Directors. During the year under review One meeting of the Committee has been held

The Board has framed a policy for selection and appointment of Directors. Senior Management and their remuneration.

s. No. Date of Committee Meeting Attendance of the Directors
Aslam Saeed Javed lqbal Raj Krishna Agarwal
1 05-08-2019 Y Y Y

(ii) ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM;-

The Company promotes ethical behavior in all its business activities and in line with the best practices for corporate governance. It has established a system through which directors & employees may report breach of code of conduct, unethical business practices, illegality, fraud, and corruption etc at work place without fear of reprisal. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle Blowers have been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are explained in the Report on Corporate Governance and also available on the website of the company.

The company has established a whistle blower mechanism for the directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy.

During the Financial Year 2019-20 there was no complaint reported by any Director or employee of the company under this mechanism

(iv) EXTRACT OF ANNUAL RETURN-

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013. read with Rule 12 of the Companies (Management and Administration) Rules. 2014 the extracts of the Annual Return in MGT-9 as at March 31. 2019 is not applicable as Per Companies (Amendment) Act. 2017

AUDITORS & AUDITORS REPORT:

(a) Statutory Auditors & Audit Report:

In terms of the provisions of Section 139 of the Companies Act. 2013. read with provisions of the Companies (Audit and Auditors) Rules. 2014 as amended. M/s. Jaiswal Misra& CO.. Chartered Accountants. Kanpur was appointed as the Auditors of the Company for a consecutive period of five years from conclusion of the AGM held on September 30. 2015 until conclusion of the AGM of your Company scheduled to be held in the year 2020. The Members may note that consequent to the changes made in the Companies Act. 2013 and the Companies (Audit and Auditors) Rules. 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7. 2018. the proviso to Section 139(1) of the Companies Act. 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules. 2014. the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore the Company is not seeking any ratification of appointment of M/s. Jaiswal Misra& CO.. Chartered Accountants. Kanpur as the Auditors of the Company, by the Members at the ensuing AGM.Your Company has received a certificate from M/s. Jaiswal Misra& CO.. Chartered Accountants. Kanpur confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 14 of the Companies Act. 2013 and the Rules framed there under. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations.

(b) Secretarial Audit & Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act. and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s T. Jain and Associates Practicing Company Secretary as secretarial auditor for conducting Secretarial Audit for all applicable laws for the Financial Year 2019. The Report of the Secretarial Audit Report to be set out in Annexure-3 to the Directors Report.

There was no observation made by the secretarial auditor in his report.

PARTICULARS OF TRANSACTION WITH RELATED PARTIES

The Details of contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review in Form AOC-2 is annexed with this report as ANNEXURE-2

DECLARATION BY INDEPENDENT DIRECTORS

During the year, the Independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company .Based on the declaration(s) of Independent Directors, the Board of Directors recorded their opinion that the Independent Directors are independent of the management and have fulfilled the conditions as specified in the Companies Act, 2013 and Rules made there under as well as concerning provisions of SEBI (LODR) Regulations, 20l5. The company has received necessary declaration from each independent director under section 148 (7) of the Companies act, 2013, that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:-

In accordance with the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts 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; and

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.

CORPORATE GOVERNANCE:

In accordance with Regulation 15 of the SEBI(LODR), Regulations, 2015 the Corporate Governance provisions are not applicable to your Company as the Paid up Equity Share Capital of the Company is not exceeding Rs. 10 Corers and Net Worth of the Company is not exceeding Rs. 25 Corers as on the last day of previous financial year. Accordingly Corporate Governance Report, Certification from Practicing Company Secretary and Certification from CEO/CFO are not given in Annual Report.

EMPLOYEES REMUNERATION

(i) In terms of the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration) Rules, 2013 as amended, the names and other particulars of the employees are not required to be set out in the Directors Report as none of the employee is drawing the remuneration as prescribed under Rule 5(2)(i).

In terms of Section 136 of the Companies Act, 2013 the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Chief Financial Officer of the Company at its Registered Office.

(ii) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not required to be set out in the Directors Report as none of the Directors are drawing remuneration owing to the limited profits available in the company as detailed in.

DIRECTORS:

Appointment

No director has been appointed during the financial year 2019-20 Re-appointment

In accordance with provisions of the Act and the Articles of Association of the Company, Mr.RAJ KRISHNA AGARWAL (DIN: 08018396)is liable to retire by rotation and is eligible for re-appointment. The disclosures required pursuant to SEBI Listing Regulations are given in the Notice of the AGM, forming part of the Annual Report. Resolution proposing his appointment is set-out in the notice calling ensuing AGM

RISK MANAGEMENT POLICY

Pursuant to the requirement of Section 134(3) (n) of the Companies Act, 2013, the Company has already in place a Risk Management Policy which was reviewed by the Audit Committee and approved by the Board of Directors of the Company. The Policy provides for a robust Risk Management Framework to identify and assess risks such as operational, strategic, financial ,security, property, regulatory, reputational and other risks and that there is an adequate Risk Management Infrastructure in place capable of addressing these risks .Audit Committee of the Company has been entrusted with responsibility to assist the Board in the matters which are given below:

INTERNAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business including adherence to the companys policies, the safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met to discuss:

-Evaluation of the performance of Non independent Directors & the Board of Directors as whole;

-Evaluation of the performance of the Chairman of the Company, taking into account the views of the executive and non-executive directors.

-Evaluation of the quality, content and timelines of flow of information between the management and the board that is necessary for the board to effectively & reasonably perform its duties.

PERFORMANCE EVALUATION

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees & Individual Directors during the meeting of Board of Directors and by common discussion with concerned persons.

ACKNOWLEDGMENTS:

The Directors would like to express their sincere appreciation for the cooperation and assistance received from the Authorities, Stock Exchanges, Associates, Bankers as well as our Shareholders at large during the year under review.

The Directors also wish to place on record their deep sense worker of appreciation for the commitment, abilities and hard work of all executives, officers and staff who enabled Company to consistently deliver satisfactory and rewarding performance even in the challenging economic conditions.

DATE : 21-09-2020 By Order of the Board
PLACE: KANPUR For AKI INDIA LIMITED
Registered Office: SD/-
9/6 (11),
Asharfabadjajmau Kanpur- [SAMEENAASAD IRAQI]
208010 WHOLE-TIME DIRECTOR
DIN: 01668732