2019-20
TO,
THE MEMBERS,
ADITRI INDUSTRIES LIMITED
Your Directors are pleased to present the 25th Annual Report and the
Companys Audited Financial Statements for the financial year ended March 31, 2020.
1. FINANCIAL RESULT
The Summarized performance of the Company for the financial years 2019-20 and 2018-19
is given below:
(Rs. In Lakh)
| Particulars |
31.03.2 020 |
31.03.201 9 |
| Revenue from Operations |
0.00 |
169.82 |
| Other Income |
0.19 |
0.26 |
| Total Revenue |
0.19 |
170.07 |
| Total Expenditure |
43.15 |
197.45 |
| (including Change in Inventories) |
-42.95 |
-27.38 |
| Profit Before Tax |
|
|
| Less: Tax expense/ |
0.00 |
0.00 |
| Deferred tax liability |
|
|
| Profit after Tax |
-42.95 |
-27.38 |
| Earnings Per Share |
-0.34 |
-0.22 |
2. OPERATIONAL OVERVIEW
For the year ended 31st March, 2020, your Company has reported total revenue
and net profit after taxation of Rs.0.19/- Lakh and Rs. -42.95/- Lakh respectively as
compared to last years total revenue and net profit after taxation of Rs.170.07 Lakh and
Rs. -27.38/- Lakh respectively. Directors are striving hard to improve the performance of
the Company.
3. SHARE CAPITAL & RESERVES
• Authorized & paid up capital
The Authorized and paid up equity share capital of the Company as on March 31, 2020 was
Rs.1250.00 Lakh and Rs.1246.96 Lakh. During the year under review, the Company has not
issued shares with differential voting rights nor granted stock options or sweat equity
shares. As on 31st March, 2020, none of the Directors of the Company hold convertible
instruments in the Company.
• Reserves
The Company has not transferred any portion of profits to General Reserve Account for
the financial year.
4. DIVIDEND
Your Directors do not recommend any dividend during the year under review.
5. RECLASSIFICATION OF PROMOTER/PROMOTER GROUP
The Company had received application for reclassification from Ravi Bhandari HUF,
Lolipop Fashions Private Limited and Mr. Ravi Bhandari, the promoters of the Company on 24th
June,
2019, for Reclassification from "Promoter category" to "Public
Category" and holding NIL shares in the Company.
Pursuant to Regulation 31A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended, the said matter was approved by the members at
the 24th Annual General Meeting of the Company held in 2019 and the Company has
made the application to the Bombay Stock Exchange Limited (BSE) and Metropolitan Stock
Exchange Limited (MSEI) seeking approval for reclassification.
The Application of Reclassification of status of Promoters to Public Category has been
rejected by BSE Ltd vide its E-mail dated 30th July, 2020 due to following
reason:-
The Company has not made the announcements as required under Regulation 31A(8)(c) of
SEBI (LODR) Regulations, 2015.
"(8) The following events shall deemed to be material events and shall be
disclosed by the listed entity to the stock exchanges as soon as reasonably possible and
not later than twenty four hours from the occurrence of the event:
(c) submission of application for re-classification of status as promoter/public by the
listed entity to the stock exchanges."
METROPOLITAN STOCK EXCHANGE OF INDIA LIMITED has also rejected the Application of
Reclassification of status of Promoters to Public Category vide its Email dated 5th
August,
2020.
Further, the Company received fresh application for reclassification from Ravi Bhandari
HUF, Lolipop Fashions Private Limited and Mr. Ravi Bhandari, the promoters of the Company
on 6th August, 2020, for Reclassification from "Promoter category" to
"Public Category" and holding NIL shares in the Company which is approved by the
Board on 17th August, 2020 Subject to Approval of Members.
6. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-
9 as a part of this Annual Report as ANNEXURE I
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A- Appointments
• Ritu Randhir Pathak was appointed as an additional non-executive director of the
Company w.e.f. 25th April, 2019.
• As required under the section 203 of the Companies Act, 2013, the board has
appointed Mr. Rafikul Mondal as the Chief Financial Officer (Key Managerial Personnel) of
the Company with effect from 25 th April, 2019.
• As required under the section 203 of the Companies Act, 2013, the board has
appointed Ms. Komal Keshwani as the Company Secretary and Compliance Officer (Key
Managerial Personnel) of the Company with effect from 25th April, 2019
• Mr. Avik Kumar Mitra was appointed as an additional non-executive director of
the Company w.e.f 30th May, 2019, and was approved by members at the 24th
Annual General Meeting of the Company held on 30th September, 2019
• Mr. Vijay Pravinchandra Mehta appointed as an additional non Independent and
Independent Director w.e.f 12th October, 2019, subject to the approval by
members at the ensuing Annual General Meeting of the Company.
• Mr. Aswin Rasiklal Mehta appointed as an additional Independent director of the
Company w.e.f 14th November, 2019.
• Mr. Vinaykumar Jain Appointed as Company Secretary and Compliance officer of the
Company w.e.f. 24th August, 2020
4- Change in designation
• The Designation of Mr. Aswin Rasiklal Mehta was changed from Non-Executive
Independent Director to Non-Executive Non-Independent Director of the Company w.e.f 20th
March, 2020.
Resignations:
• Mr. Keyur Majmudar resigned from the post of Chief Financial Officer of the
Company with effect from 25 th April, 2019.
• Mrs. Sunita Ajay Jain resigned from the post of director of the Company with
effect from 25 th April, 2019
• Mr. Keshav Kumar Jha resigned from the post of director of the Company with
effect from 30th May, 2019
• Ms. Ritu Randhir Pathak resigned from the post of director of the Company with
effect from 30th May, 2019.
• Ms. Komal Keshwani, Company Secretary has resigned from the post of the Company
Secretary of the Company w.e.f. 3rd July, 2019.
• Mr. Avik Kumar Mitra resigned from the post of director of the Company with
effect from 12th October, 2019
• Mr. Aswin R. Mehta has resigned from the post of Non-Executive Non- Independent
Director of the Company with effect from 17th June, 2020.
Re-appointment
Subject to the provisions of section 152(6) of the Companies Act, 2013, Mr. Keyur
Majmudar Executive Non- Independent Director of the Company, retire by rotation at the
ensuing AGM and, being eligible, seeks reappointment. The Board recommended her
reappointment.
8. CHANGE IN THE NATURE OF THE BUSINESS:
During the year under review there was no change in the nature of the business of the
Company. The Company continues to operate in the same business line.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, Management
Discussion & Analysis Report for the year under review, in annexed to the Annual
Report as ANNEXURE - II
10. PARTICULARS OF EMPLOYEES
The remuneration drawn by the employees of the Company are within the limit prescribed
under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and there are no employees in the Company who draws
remuneration in excess of the limits prescribed under the Act and law.
11. RELATED PARTY TRANSCATIONS
All related party transactions that were entered into during the financial year were in
the ordinary course of business and were on arms length basis. There are no materially
significant related party transactions made by the Company with Promoters, Directors or
Key Managerial Personnel or any other related party transactions which may have a
potential conflict with the interest of the Company at large and thus disclosure in Form
AOC-2 is not applicable to your Company. The Board along with the Audit Committee has
formulated Policy on Related Party Transactions; detailed policy is also available at
www.aditriindustries.co.in.
12. DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES /ASSOCIATE COMPANIES
During the year under review, there was no holding / Subsidiary Company / Joint
Ventures /Associate Companies.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
As per the provisions of section 186 of the Companies Act, 2013, your Company has not
taken any loans or made any investments or guarantees during the year 2019-20
14. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR
The appointment is made pursuant an established procedure which includes assessment of
managerial skills, professional behavior, technical skills and other requirements as may
be required and shall take into consideration recommendation, if any, received from any
member of the Board.
15. CODE OF CONDUCT
Your Company has adopted a Code of Conduct for its Board Members and Senior Management
personnel. The code of conduct has also been posted on the official website of the
Company. The declaration by the Managing Director of the Company regarding compliance with
the Code of Conduct for Board Members and Senior Management is annexed with the Corporate
Governance Report.
16. DIRECTORS RESPONSIBILITY STATEMENT
i. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii. 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 at the end of the financial year and of
the profit or loss of the company for that period;
iii. 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;
iv. the directors had prepared the annual accounts on a going concern basis; and
v. the directors, in the case of a listed company, 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
vi. the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
17. DECLARATION FROM INDEPENDENT DIRECTORS
All Independent Directors have given declaration to the Company that they meet the
criteria of independence as laid down under section 149(6) of the Companies Act, 2013.
18. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Nomination and Remuneration Committee has laid down the criteria for evaluation of the
performance of Individual Directors and the Board as a whole. Independent Directors also
evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a
separate meeting of Independent Directors.
The Directors expressed their satisfaction with the evaluation process.
19. BOARD MEETINGS
Regular meetings of the Board are held to discuss and decide on various business
policies, strategies and other businesses. During the Financial Year under review, the
Board of Directors of the Company met for 9 times. Further details are provided in
Corporate Governance Report.
20. COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013 and Listing Regulations, the Company has
following Committees in place:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
Details of the said Committees along with their charters, composition and meetings held
during the financial year, are provided in the "Report on Corporate Governance",
as a part of this Annual Report.
21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:
Apart from changes as mentioned above Bombay Stock Exchange and Metropolitan Stock
Exchange of India Limited has levied penalty for non-compliance with regulations 6(1) of
SEBI (LODR) Regulation, 2015 for the Quarter ended on March,2020 Rs. 105020 /- and June
2020 amounting to Rs. 107380/- separately by each stock exchange. The penalty for the
quarter ended on March, 2020 has been duly paid.
Further, The Company has received a notice of demand from Metropolitan Stock Exchange
of India (MCX) dated 29th March, 2017 for Rs. 30,69,642/- towards non filing of documents
in time. However the company has paid the said liability during the year.
22. AUDITORS STATUTORY AUDITORS:
M/s. Dangi & Co. Chartered Accountants, Kolkata, were appointed as the statutory
auditors of the Company at the 24th Annual General Meeting of the Company held
in the year 2019 and shall hold office from the conclusion of 24th Annual
General Meeting to the conclusion of the 28th Annual General Meeting of the
Company to be held in 2026
The Auditors Report does not contain any qualification. Notes to Accounts and Auditors
remarks in their report are self-explanatory and do not call for any further comments.
INTERNAL AUDITOR
The internal auditor of the Company has resigned with effect from 14th November, 2018.
The Company is in process of appointment of internal Auditor.
SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act, 2013and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Alpana
Sethia Company Secretary in practice to undertake Secretarial Audit for the financial year
2019-20. The Secretarial Audit Report is annexed herewith in the prescribed form MR-3 as ANNEXURE
- III
The explanations /comments made by the Board relating to the qualifications,
reservations or adverse remarks made by the Secretarial Auditor are as follows:
According to the information and explanations given to us and the records of the
Company examined by us, the Company has not appointed Internal Auditor for the Financial
Year 2019-20.
Boards Reply: The Company is in process of appointment of internal Auditor
According to the information and explanations given to us and the records of the
Company
examined by us, Ms. Komal Keshwani has resigned from the post of the Company Secretary
of the Company w.e.f. 3rd July, 2019 and the Company has not appointed Company
Secretary in whole time practice in order to fill casual vacancy for the Financial Year
2019-20.
Boards Reply: The Company has appointed Mr. Vinaykumar Jain as a Company Secretary and
Compliance officer of the Company with effect from 24th August, 2020.
23. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under Section
143(12) of the Companies Act, 2013
24. DIRECTORS QUALIFICATION CERTIFICATE:
In terms of SEBI (LODR) Regulation 2015, a Certificate from Ms. Alpana Sethia,
Practicing Company Secretary stating that none of the directors on the board of the
Company have been debarred or disqualified from being appointed or continuing as director
of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority,
appear as ANNEXURE V to this report.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO
a) Conservation of energy:
Since the company does not carry on any manufacturing Activities, the provision
regarding this disclosure is not Applicable.
b) Technology absorption:
There is no specific area in which company has carried out any Research &
Development. No technology has been imported as the company does not carry on any
manufacturing activity.
c) Foreign exchange earnings and Outgo
| i. Foreign Exchange Earnings |
: NIL |
| ii. Foreign Exchange Outgo |
: NIL |
26. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Companys operations in future.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable to
the company.
28. LISTING
The equity shares of the Company are listed with BSE Limited and Metropolitan Stock
Exchange of India Limited. There are no arrears on account of payment of listing fees to
the Stock Exchange.
29. DEPOSITS:
Pursuant to provisions of section 73, 74 and 76 of the Companies Act, 2013 read with
rule 8(5)(v) of Companies (Accounts) Rule, 2014, your Company has not accepted or invited
any deposits and there were no unclaimed deposits or interest thereon as on 31st
March, 2020.
30. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls to support the
preparation of the financial statements.
31. COST AUDITORS
The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules
framed there under are not applicable to the Company
32. CORPORATE GOVERNANCE
As required under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed report on Corporate Governance is attached to this report as
ANNEXURE - IV. The certificate from auditor confirming compliance with the
conditions of corporate governance is also attached to the Corporate Governance Report.
33. RISK MANAGEMENT POLICY
The Company has a robust Risk Management Policy which carries out a detailed exercise
to identify, evaluate, manage and monitor all business risks business risks and
opportunities. Meetings of Audit Committee are held to identify Companys various business
and operational risks, through strategic actions. The Board also periodically reviews the
risks that need to be managed and mitigated to protect the interest of the stakeholders
and to achieve business objectives. The Companys internal control systems are
commensurate with the nature of its business and the size and complexity.
34. REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Act and Rules made there under
and Regulation 19 of SEBI (LODR) Regulations, the Companys updated Remuneration Policy
for Directors, Key Managerial Personnel, Senior Management Employees of the Company is
uploaded on website of the Company at www.aditriindustries.co.in.
35. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
During the year, the Company amended the Insider Trading Policy in line with the SEBI
(Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Corporate Policy on
Investor Relations was amended to make generic language updates. The amended policy is
available on our website www.aditriindustries.co.in
36. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
1992, as amended from time to time, the code of conduct for prevention of insider trading
and the code for corporate disclosures ("Code"), as approved by the Board from
time to time, are in force by
the company. The objective of this Code is to protect the interest of shareholders at
large, to prevent misuse of any price sensitive information and to prevent any insider
trading activity by dealing in shares of the Company by its Directors, designated
employees and other employees. The Company also adopts the concept of Trading Window
Closure, to prevent its Directors, Officers, designated employees and other employees from
trading in the securities of the Company at the time when there is unpublished price
sensitive information.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL), ACT 2013
As per the provisions of Section 134 of the Act, the Company has complied with the
provisions relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. During the year under review, no complaint was filed under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and no complaint was pending at the beginning and end of Financial Year 2020.
The Policy for Prevention of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal), Act 2013 has been uploaded on the website of the Company at
www.aditriindustries.co.in
38. DEMATERIALISATION OF SHARES:
The ISIN for the equity shares is INE636N01016. As on 31st March, 2020 total
12,469,560 equity shares of the Company are listed out of 12,469,460 shares of the Company
are dematerialized and 100 shares are held in physical form.
39. COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and
SS2) respectively relating to Meetings of the Board and its Committees which have
mandatory application.
40. COMPANY AFFIRMATION OF READINESS TOWARDS COVID-19
India is going through a tough phase of a global pandemic-Novel Corona virus disease
(COVID- 19). The Indian government is taking all possible measures to keep a check on the
spread of this disease within the country.
Accordingly, as a responsible private establishment, your Company also took part in the
mission of social distancing by:
• Putting in place Work from Home Policy (WFH) for the employees of the Company;
• Conduct of meetings through VC, telephone, computerized & other electronic
means;
• Strictly adhering to the "Dos and Donts" advised by the Public
Health Authorities;
• Only essential staff are being called on duty with staggered timings to be
followed in order to minimize physical interaction in the Office
• To follow other preventive measures prescribed by the local authorities from
time
41. ACKNOWLEDGEMENT
The Directors wishes to place on record their appreciation for the valuable
co-operation and support received from various Government Authorities, Banks / Financial
Institutions and other stakeholders such as members, customers and suppliers, among
others. The Directors also wishes to place on record their appreciation for the sincere
services rendered by employees of the Company at all levels. The Directors also commend
the continuing commitment and dedication of employees at all levels, which has been vital
for the Companys success and also look forward to their continued support in future.
| Date: 03.09.2020 |
by order of the Board of Directors |
| Place: Ahmedabad |
For, Aditri Industries Limited |
| Sd/- |
Sd/- |
| Keyur Majmudar |
Ritu Majmudar |
| Chairman & Managing Director |
Director |
| DIN:00656071 |
DIN:00655990 |
+91-9892691696
