Angel Fibers Ltd Directors Report.

Dear Shareholders,

Your Directorshere bypresenting their07thAnnual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2020.

1. PERFORMANCE HIGHLIGHTS (STANDALONE)

Your Company has Performed during the reporting period as follows:

(InRs.)

Particulars FY 2019-20 FY2018-19
Revenue from operations 1,41,94,48,680.00 1,32,67,62,117.00
Other income 2,72,28,918.00 4,22,98,024.00
Total revenue 1,44,66,77,597.00 1,36,90,60,141.00
EBITDA 3,70,05,156.00 16,53,57,578.00
Less:
Finance Costs 5,43,37,723.00 3,49,24,554.00
Depreciation 13,58,98,303.00 11,68,76,744.00
Profit before tax, exceptional and extraordinary (15,32,30,869.00) 1,35,56,280.00
items
Add/(Less): Exceptional/Extraordinary 0.00 0.00
income/(expense)
Profit before tax (15,32,30,869.00) 1,35,56,280.00
Less: Taxes on income (68,49,137.00) 81,73,453.00
Profit after tax (14,63,81,732.00) 53,82,827.00
EPS Basic (5.86) 0.22
EPS Diluted (5.86) 0.22

Note: Previous years figures have beenregrouped/reclassified wherever necessaryto correspond with the current years classification/disclosure.

Companys Performance

The Total Income from Operations (net) of the Company for the year under review isRs.1,41,94,48,680as compared toRs.1,32,67,62,117in the previous year. Loss for the year stood atRs.(14,63,81,732)as compared to Profit after tax ofRs.53,82,827in the previous year. Loss in FY 2019-20 was due toincrease in the prices of raw cotton without the corresponding increase in the yarn prices coupled with decline in demand for cotton yarn affected the financial performance of the Company. The reduction in incentives further aggravated the problems and affected companys performance during the year. Another reason is increase in depreciation on expanded capacity by your company.Apart from thatthere has been a very difficult situation for textile industry during the whole year. However During the current year government has clarified incentive of expansion of unit capacity and Your Management expects that company will be able to put up a reasonably good performance in the Current Year.

2. TRANSFER TO RESERVES

Due to loss in the FY 2019-20,The Company has not transferred any amounts to Reserves during the period under review.

3. SHARE CAPITAL Authorised Share Capital

The AuthorisedShare Capitalofthe Company as at 31st March, 2020 is Rs. 25,00,00,000.00 consists of 2,50,00,000 equity shares of Rs. 10 each.

Issued Paid Up and Subscribed Capital

The Issued, Paid Up and Subscribed Share Capitalof the Company as at 31st March, 2020 is Rs. 25,00,00,000.00consists of2,50,00,000equity shares of Rs. 10 each.

There is no change in the share capital of the Company during the period under review.

4. DIVIDEND

For the Financial Year 2019-20, due to losses, the Board of Directors regret recommending dividend to shareholders.

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

The Company has introduced various measures to reduce energy consumption and install the latest technologies.

Total energy consumption

The Company has introduced various measures to reduce energy consumption and install the latest technologies.

Total energy consumption

Purchased 2019-20 2018-19
Units (nos.) 2,03,47,520.00 1,69,56,040.00
Total amount (Rs.) 14,53,25,543.00 25,68,40,088.00
Rate per unit (Rs.) 7.14 15.14
Generated Nil Nil

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company does not have any subsidiaries, joint ventures or associates in the period under review.

7. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

There have been nosignificant events after the Balance Sheetdate which requiresany disclosureexcept that Our Promoter and Directors Mr. Ashok MavjibhaiDudhagara and Mrs. PrafulabenAshokbhaiDudhagara ("Sellers) had entered into Share Purchase Agreement ("SPA") with Mr.Rameshkumar J. Ranipa and Mr. Jitendra G. Raiyani ("Acquirers") on March 17, 2020 for selling their 1,41,18,680 (One Crore Forty One Lakhs Eighteen Thousand Six Hundred and Eighty only) equity shares ("Sale Shares") of face value ofRs. 10.00 each which constitutes 56.47% of the issued, paid up and subscribed equity share capital of Angel Fibers Limited (including 53,04,840 Equity Shares constituting 21.22% of the issued, paid up and subscribed equity share capital of the Target company are pledged with Lender(s) Bank and 51,25,000 Equity Shares constituting 20.50% of the issued, paid up and subscribed equity share capital of the Angel Fibers Limited are Lock-In upto March 7, 2021), for an aggregate consideration ofRs.12,70,68,120 (Twelve Crores Seventy Lakhs Sixty Eight Thousand One Hundred and Twenty Only), i.e.Rs.9 (Rupees Nine Only) per Equity Share ("Negotiated Price").

Due to aforesaid SPA, an open offer was given by Acquirers under Regulation 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 for substantial acquisition of shares/voting rights accompanied with change in control. An open offer was given by the Acquirers to the shareholders of Angel Fibers Limited to acquire upto 65,00,000 Equity Shares constituting 26% of Equity Share Capital/Voting Capital of Angel Fibers Limited at a price ofRs.9 per Equity Share. The open Offer was opened on June 3, 2020 and closed June 16, 2020. In Open offer 43,59,700 Equity Shares constituting 17.44% of Equity Share Capital/Voting Capitalof Angel Fibers Limited were tendered by the shareholders of Angel Fibers Limited and for which the Acquirers paid totalRs.3,92,37,300 (Three Crores NinetyTwo Lakhs Thirty Seven Thousand Three Hundred) for acquisition of 43,59,700 Equity Shares on June 25, 2020.

Under the SPA, Acquirers has already acquired 88,13,840 Equity Shares constituting 35.26% (including 51,25,000 Lock In Shares) constituting 35.26% of capital of Angel Fibers Limited from the Sellers. The remaining 53,04,840 Equity Shares constituting 21.22% of total Equity Share Capital/Voting Capital of Angel Fibers Limited are pledged by sellers with the Bank, which are under process of transferring to Acquirers as per the terms stipulated in the SPA. (The payment for such 53,04,840 Equity Shares constituting 21.22% of Angel Fibers Limited are also paid by the Acquirers to the Sellers).

During the open offer, the Acquirers appointed Mr. Ramesh G. Ranipa on the Board of Angel Fibers Limited on May 8, 2020. For further detailsrefer the section Directors Report-point no. 20-Information on Directorate. The Acquirers acquired the control over the Target Company and the Acquirers shall become the promoters of the Target Company upon compliance with the provision of regulation 31A (5) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

8. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company in the period under review.

9. CHANGEIN THE REGISTERED OFFICE

There has been no change in the registered office of the Company in the period under review.However change in registered office from Rajkotcityto Jamnagardistrictis proposed for approval of shareholders in the ensuing AnnualGeneral Meeting.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board:

As on the date of this report, the Board comprises of following Directors;

No. of Committee1

No. of
Name of Director Category Cum Designation Date of Original Appoint ment Date of Appointmen t at current Term & designation Total Directorship2 in which Director is Member in which Director is Chairman Shares held as on March 31, 2020
Mr. Ashokbhai M. Dudhagra Chairman and Managing Director February 14, 2014 December 28, 2017 1 - - 11462320 Equity Shares
Ms. Prafulaben A Dudhagara Executive Director October 24, 2017 October 24, 2017 1 - - 2656360 Equity Shares
Mr.Ankur BakuleshJani Non-Executive Director Novemb er 29, 2017 January 3, 2018 1 2 - 499320 Equity Shares
Mr. Nirav Bhupatbhai Baldha Non-Executive Independent Director Decembe r 14, 2017 January 3, 2018 3 - 2 Nil
Mr.Ketanbhai Vadaliya Non-Executive Independent Director January 02,2018 January 03,2018 1 2 - Nil
Mr. Rameshkumar Jivrajbhai Ranipa Additional Non- Executive Director May 08, 2020 May 08, 2020 3 - - Nil
Mr.Jitendrabhai Gopalbhai Raiyani Additional Non- Executive Director June 08, 2020 June 08, 2020 3 - - Nil
Mr. Pankajbhai Becharbhai Bhimani Additional Non- Executive Director June 08, 2020 June 08, 2020 1 - - NIL
Mr. Rohankumar Jitendrabhai Raiyani Additional Non- Executive Director June 08, 2020 June 08, 2020 1 - - NIL
Mr. HiteshkumarCh haganbhaiChani yara Additional Non- Executive Independent Director July 29,2020 July 29,2020 1 - - NIL
Mr. Meraman Bhimsibhai Bhatu Additional Non- Executive Independent Director July 29,2020 July 29,2020 1 - - NIL
Ms. Jyoti Jashvantray Kataria Additional Non- Executive Independent Director July 30,2020 July 30,2020 1 - - NIL

1 Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

2 Excluding LLPs, Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 8 listed entities nor any of the Director of the Company serve as an Independent Director in more than 7 listed entities.

11. DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

12. DEPOSITS

The Company has not accepted any deposits in the period under review.

13. AUDITORS QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS IN THE AUDITORS REPORT

The Auditors Report does containa disclaimer of opinionon the financial statements for the period ended March 31, 2020. The statements made by the Auditors in their Report are self-explanatory and do not call for anyfurther comments.

The Auditors have advisedthe managementto carry out inspection offixed assets & inventoriesand to have an internal process to report deficiencies in internal control to management on timely basis.The Company is in the process of complying with the same.

14. CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall under the criteria as mentioned underSection135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility do not apply to the Company.

15. EXTRACT OF ANNUAL RETURN

The extract of the Annual return in Form MGT-9 is annexed herewith to the Boards Reportas ANNEXURE-A.

16. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149 (6) of the Companies Act, 2013.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year09Board meetings were convened and held, details of which are as follows:

Sr. No. Date of Board meeting No. of Directors entitled to attend the meeting No. of Directors present
01 05/04/2019 05 05
02 28/04/2019 05 05
03 30/05/2019 05 05
04 02/08/2019 05 05
05 31/08/2019 05 05
06 26/10/2019 05 05
07 14/11/2019 05 05
08 24/12/2019 05 05
09 17/03/2020 05 05

 

Name of Director Mr. Ashokbhai Dudhagra Ms. Prafulaben Dudhagara Mr. Ankur B Jani Mr. Nirav Baldha Mr. Ketanbhai Vadaliya
Number of Board Meeting held 9 9 9 9 9
Number of Board Meetings 9 9 9 9 9
Eligible to attend
Number of Board Meeting 9 9 9 9 9
attended
Presence at the previous AGM of
F.Y. 2018-2019 Yes Yes Yes Yes Yes

18. GENERAL MEETINGS

During the year under review, only one meeting of members was held and that was Annual General Meetings on 30th September,2019.

19. INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was held on 17THMarch,2020 to review the performance of Non-Independent Directors and Board as whole and performance of chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

20. INFORMATION ON DIRECTORATE

In accordance with the provisions of Section 152 and other applicable provisions if any of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Ankur Bakulesh Jani (DIN: 08005274) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

There was no change in Board of Directors of the Company during the period under review. However,due to open offer made by Mr. Jitendra G. Raiyani and Mr. Ramesh J. Ranipa ("Acquirers") pursuant to Regulation no. 3(1) and 4 of SEBI (SAST) Regulations, 2011,after the end of FY 2019-20, followingchanges took place in the Board Structure of Company:-

Name of Director Category Cum Designation Date of Appointment
Mr. Rameshkumar JivrajbhaiRanipa Additional Non-Executive Director May 08, 2020
Mr.JitendrabhaiGopalbhaiRaiyani Additional Non-Executive Director June 08, 2020
Mr. PankajbhaiBecharbhaiBhimani Additional Non-Executive Director June 08, 2020
Mr. Rohankumar JitendrabhaiRaiyani Additional Non-Executive Director June 08, 2020
Mr. HiteshkumarChhaganbhai Additional Non-Executive
July 29,2020
Chaniyara Independent Director
Additional Non-Executive
Mr. MeramanBhimsibhaiBhatu July 29,2020
Independent Director
Additional Non-Executive
Ms. Jyoti JashvantrayKataria July 30,2020
Independent Director

Appointment cum Regularizarionof all the above directors are proposed in the ensuing Annual General Meeting as follows:-

Name of Director Proposed Designation
Mr. Rameshkumar JivrajbhaiRanipa Chairman Cum Whole-Time Director
Mr.JitendrabhaiGopalbhaiRaiyani Non-Executive Director
Mr. PankajbhaiBecharbhaiBhimani Whole-Time Director
Mr. RohankumarJitendrabhaiRaiyani Managing Director
Mr. HiteshkumarChhaganbhaiChaniyara Non-Executive Independent Director
Mr. MeramanBhimsibhaiBhatu Non-Executive Independent Director
Ms.Jyoti JashvantrayKataria Non-Executive Independent Director

21. DETAILS OF KEY MANAGERIAL PERSONNEL

During the financial year under review, there was no any change in the KMP.

However, after the end of financial year Mr. ParaskumarChovatiya, CFO of the company,had tendered his resignation due to personal reasonsw.e.f14th July, 2020. Further Mr. Ashish Dhirajbhai Desai was appointed as Chief Financial Officerw.e.f17thJuly, 2020.

22. PERFORMANCE EVALUATION

The Board of Directors has carried out an annualevaluation of its own performance board committees and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.

23. COMMITTEESOF BOARD

The Board of Directors in line with the requirement of the act has formed various committees, the detailed terms of reference of the Committee is available on the website of the Company atwww.angelfibers.com.

A. Audit Committee:-

During the year under review, the Audit Committee met 6 (Six) times during the Financial Year 2019-20, on 05-04-2019,28-04-2019,30-05-2019,02-08-2019,31-08-2019and on14-11-2019.

The composition of the Committee and the details of meetingsattended by its members are given below:

Name of the Directors Category Designation Number of meetings during the Financial Year 2019-20
Held Eligible to attend Attended
Mr. Nirav Non-Executive Chairperson 6 6 6
BhupatbhaiBaldha Independent Director
Mr. KetanbhaiVadaliya Non-Executive Independent Director Member 6 6 6
Mr. Ankur BakuleshJani Non-executive Director Member 6 6 6

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Further, the Company Secretary of the Company is acting as Company Secretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been accepted by the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordinglyframed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages theWhistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website ofthe Company at www.angelfibers.com.

B. Stakeholders Relationship Committee

The Stakeholders Relationship Committee had duly formed mainly to focus on the redressal of Shareholders / Investors Grievances if any like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders ofthe Company. The terms of reference of the Committee is available on the website of the Company at www.angelfibers.com.

During the year under review, Stakeholders Relationship Committee met 4 (Four) times on 02-04-2019,06-07-2019,05-10-2019 and 06-01-2020.The composition of the Committee and the details of meetings attended by its members are given below:

Number of meetings during the Financial Year 2019-20
Name of the Directors Category Designation Held Eligible to attend Attended
Mr. Nirav BhupatbhaiBaldha Non-Executive Independent Director Chairperson 4 4 4
Mr. KetanbhaiVadaliya Non-Executive Independent Director Member 4 4 4
Mr. Ankur Bakulesh Jani Non-executive Director Member 4 4 4

During the yearunder review, the Company had not received any complaint.

C. Nomination and Remuneration Committee

The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of the Companies Act 2013. The detailed policy of the Committee is available on the website of the Company atwww.angelfibers.com.

During the year under review Nomination and Remuneration Committee met 2 (Two) times on 31-08-2019 and on 17-03-2019. The composition ofthe Committee and the details of meetings attended by its members are given below:

Number of meetings during the
Name of the Directors Category Designation

Financial Year 2019-20

Held Eligible attend to Attended
Mr. Nirav Bhupatbhai Baldha Non-Executive Independent Director Chairperson 2 2 2
Mr. Ketanbhai Vadaliya Non-Executive Independent Director Member 2 2 2
Mr. Ankur Bakulesh Jani Non-executive Director Member 2 2 2

24. NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributesand independence of Directors.The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel. The policy is placed on the website of the company at www.angelfibers.comand is annexed to this report as annexure B.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Reference may be made to the financial statementsof the Company in this regard.

26. RELATED PARTY TRANSACTIONS

During thereporting period, the Company hasentered into any contract/ arrangement/transaction with related partieswhich were onarms length basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h)of theCompanies Act, 2013 in Form AOC-2isapplicable and annexed as ANNEXURE-C.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

27. MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules made there under.

A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of remuneration of each director to the median remuneration of employees for the Financial Year and the Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretaryor Manager, if any, in the Financial Year:

Sr. No. Name Designation Nature of Payment Ratio against median employees remuneration Percentage Increase
1. Mr. Ashokbhai M. Dudhagra Chairman & Managing Director Remuneration 5.93:1 (16.83)
2. Ms. Prafulaben A Dudhagara Executive Director Remuneration - Not Applicable
3. Mr. Ankur Bakulesh Jani Non- Executive Director Sitting Fees - Not Applicable
4. Mr. Nirav BhupatbhaiBaldha Non- Executive Independent Director Sitting Fees - Not Applicable
5. Mr. Ketanbhai Vadaliya Non- Executive Independent Director Sitting Fees - Not Applicable
6. Ms. Reena Kanabar Company Secretary & Compliance Officer Remuneration 1.20:1 No Change
7. Mr. Paraskumar Chovatiya Non- Executive Independent Director Remuneration 0.83:1 No Change

* During the year under review, all the Non-Executive Directors of the Company were paid Sitting Fees for attending the Board Meeting and other Committees Meeting. Hence, the ratio of remuneration of all Non-Executive Directors to the median remuneration of employees are not disclosed or compared.

**Only those employees who were in employment for 11 or 12 months are taken into consideration.

b) The percentage increase in the median remuneration of employees in the financial year:

The medianremuneration of the employees in current financial year was decrease by39% over the previous financial year. c) The number of permanent employees on the rolls of the Company: 22permanent Employees as on March 31, 2020. d) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstancesfor increase in the managerial remuneration:

The Averagesalary of employees isdecrease by 42.32%. The average remunerationdecreasedue tolossof the Company. Whereas remuneration of the executive directors was not increased. The remuneration paid to executive directors were within the limit as per approved by the shareholders of the Company.

28. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

29. PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY

Details ofLoans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed to this Report as Annexure B.

31. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY

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

32. MATERIAL CHANGES AND COMMITMENT

Our Promoter and Directors Mr. Ashok MavjibhaiDudhagara and Mrs. PrafulabenAshokbhaiDudhagara ("Sellers) had entered into Share Purchase Agreement ("SPA") with Mr. Rameshkumar J. Ranipa and Mr. Jitendra G. Raiyani ("Acquirers") on March 17, 2020 for selling their 1,41,18,680 (One CroreForty-One Lakhs Eighteen Thousand Six Hundred and Eighty only) equity shares ("Sale Shares") of face value ofRs. 10.00 each which constitutes 56.47% of the issued, paid up and subscribed equity share capital of Angel Fibers Limited (including 53,04,840 Equity Shares constituting 21.22% of the issued, paid up and subscribed equity share capital of the Target company are pledged with Lender(s) Bank and 51,25,000 Equity Shares constituting 20.50% of the issued, paid up and subscribed equity share capital of the Angel Fibers Limited are Lock-In upto March 7, 2021), for an aggregate consideration ofRs.12,70,68,120 (Twelve Crores Seventy Lakhs Sixty Eight Thousand One Hundred and Twenty Only), i.e.Rs.9 (Rupees NineOnly) per Equity Share ("Negotiated Price").

Due to aforesaid SPA, an open offer was given by Acquirers under Regulation 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 for substantial acquisition of shares/voting rights accompanied with change in control. An open offer was given by the Acquirers to the shareholders of Angel Fibers Limited to acquire upto 65,00,000 Equity Shares constituting 26% of Equity Share Capital/Voting Capital of Angel Fibers Limited at a price ofRs.9 per Equity Share. The open Offer was opened on June 3, 2020 and closed June 16, 2020. In Open offer 43,59,700 Equity Shares constituting 17.44% of Equity Share Capital/Voting Capital Of Angel Fibers Limited were tendered by the shareholders ofAngel Fibers Limited and for which the Acquirers paid totalRs.3,92,37,300 (Three Crores Ninety Two Lakhs Thirty Seven Thousand Three Hundred) for acquisition of 43,59,700 Equity Shares on June 25, 2020.

Under the SPA, Acquirers has already acquired 88,13,840 Equity Shares constituting 35.26% (including 51,25,000 Lock In Shares) constituting 35.26% of capital of Angel Fibers Limited from the Sellers. The remaining 53,04,840 Equity Shares constituting 21.22% of total Equity Share Capital/Voting Capital ofAngel Fibers Limited are pledged by sellers with the Bank, which are under process of transferring to Acquirers as per the terms stipulated in the SPA. (The payment for such 53,04,840 Equity Shares constituting 21.22% of Angel Fibers Limited are also paidby the Acquirers to the Sellers).

During the open offer, the Acquirers appointed Mr. Ramesh G. Ranipa on the Board of Angel Fibers Limited on May 8, 2020. For further details refer the section Directors Report-Information on Directorate. The Acquirersacquired the control over the Target Company and the Acquirers shall become the promoters of the Target Company upon compliance with the provision of regulation 31A(5) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

33. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future.

34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

35. SECRETARIAL STANDARDS OF ICSI

The company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded.

37. CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practicesto ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense ofthe term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on BSE SMEPlatform of Bombay Stock Exchange Limited (BSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governancepractices.

38. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-D.

40. RISKMANAGEMENT POLICY

The Company has a robust Risk Management framework to identify measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance the Companys competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

41. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that: a. in the preparation ofthe annual financial statements for the year ended March 31, 2020, the applicable accounting standards have been followed with no material departures; b. the Directors have 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 as at March 31, 2020and of the profit of the Company for the year ended on that date;

c. the Directors have taken proper and sufficientcare 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;

d. the Directors have prepared the annual financial statements on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. TheDirectors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

42. STATUTORY AUDITORS

The Companys auditors M/s. H. B. Kalaria & Associates (firm registration number 104571W) have completed4years as Statutory Auditors of the Company.

In accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company has appointed them for a period of5years from conclusion of Annual General Meeting of the year 2015-2016till the conclusionof AnnualGeneral Meetingof the year 2020-2021.

M/s. H. B. Kalaria& Associateshave informed the Company that their appointment if made would be within the limits prescribed under Section 141 of the Companies Act, 2013.

The Auditors have confirmed that they have subjected themselves to the peer review process of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declarationconfirming their independence as well as their arms length relationship with the Company as well as declaring that they have not taken up any prohibited non-audit assignments for the Company.

43. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Company has appointed Mrs. JankiKalaria Practicing Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed to the Boards Report and forms anintegral part of this Reportas ANNEXURE-E.

44. COST AUDIT

The CompanyhasappointedDiwanji& Co. (FRN: 00039) ascost auditor for conducting the cost audit in respect of the products manufactured by the Company as per the provisions of Section 148 of theCompanies Act, 2013 for the period under review.

Further, the Board of Directors at their meeting held on August 31, 2020, appointed M/s. M/s Manish Bhagvandas Analkat, Cost Auditor (Firm Registration No. 100261) for auditing the cost records of your Company for the year ended March 31, 2021 subject to approval of shareholders in the ensuing 7th Annual General Meeting. The Board recommends for of Remuneration to Cost Auditor M/s Manish Bhagvandas Analkat, Cost & Management Accountants payable for the financial year 2020-21.

45. WEBSITE

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely "www.angelfibers.com" containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

46. GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iv) Annual Report and other compliances on Corporate Social Responsibility; (v) There is no revision in the Board Report or Financial Statement; (vi) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future;

47. Acknowledgements

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates and our shareholders for their continued support to the Company.

Date:31.08.2020

For and on Behalf of the Board of Directors,

Place: Rajkot

ANGEL FIBERS LIMITED

Mr. Ashokbhai M Dudhagara Mrs. Prafulaben ADudhagara
(DIN :06604661) (DIN :07965907)