Ceenik Exports (India) Ltd Directors Report.

On behalf of the Board of Directors (the "Board") of the Company, it gives me immense pleasure to present the 26th boards

Report, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2020.

Financial Performance

Key highlights of financial performance of your Company for the financial year 2019-20 are provided below:

Current Year Previous Year
March 31, 2020 March 31, 2019
Profit/(Loss) before Interest & Depreciation 12,44,3,204 29,41,143
Finance Cost 1,77,83,986 2,05,02,936
Profit/(Loss) before Depreciation (53,40,783) (1,75,61,793)
Depreciation 21,01,508 63,14,721
Profit/(Loss) before Tax (74,42,291) (2,38,76,514)
Tax Expenses:
Current tax 0 0
Deferred Tax Asset 0 (28,90,957)
Profit / (Loss) after Tax (74,42,291) (2,67,67,471)

Dividend:

Due to loss, your Directors have not recommended any dividend.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirms that:

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have 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 loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid repetition in Directors Report and Management Discussion & Analysis, your Directors have presented a composite summary of performance and functions of the Company.

Economy:

As per the provisional estimates of Central Statistics Office (CSO), the Indian Economy is estimated to grow at a decent pace. Despite marginal slow down over the last year, India has cemented its credentials as the worlds fastest expanding major economy in the world. Going forward, the economy is expected to display a better performance, considering the pick-up in consumption and private investments. Besides, a low inflation expectation for financial year 2019-20 has created further room for monetary easing by the RBI, which is expected to support the growth momentum.

The recent elections have led to formation of a stable government at the Centre. The government is expected to carry forward the reforms agenda. It will continue to focus on building infrastructure. Higher spending on roads, railways, airports, waterways and affordable housing will boost the economy and provide economic opportunities for citizens to grow and improve their income levels. While global economy is likely to remain muted on the back of the ongoing trade dispute between US and China, the domestic economy should benefit from the governments investment momentum. In addition, the governments boost to rural India in the form of direct benefit transfer will give an impetus to consumption.

Industry Structure and development:

Garment and apparel industry is susceptible to fast changing trends and styles. It is a labour intensive industry and requires skilled and unskilled labour in large numbers. Further, the industry is pre-dominated by unorganized sector, leading to a cut throat competition in certain segment of the industry from unorganized sector. Internationally also the industry is facing tough competition from countries like Bangladesh and Vietnam where labour is very cheap.

As stated in the previous years report, due to unabated cut throat competition from unorganized sector and international market, leading to un-remunerative pricing, your Company was compelled to suspended the garment manufacturing business. The garment manufacturing remained suspended in the financial year 2018-19 also. Efforts were made to clear the stocks of garments and fabrics. During the year under review, processing division was also disposed off.

The Companys other business activities viz. property leasing and hostel business has done well compared to previous year. Though the property market in general was sluggish through-out the year under review, property leasing business had shown some sign of improvement.

Performance of the Company:

As reported in the previous year, manufacturing garments was suspended and processing division was disposed off. The Company sold off the stocks and generated revenue of Rs.121.93 lacs. Total revenue from operations was increased to Rs. 508.12 lacs as against Rs.456.50 lacs a year ago. The

Company incurred a loss of Rs.267.67 lacs as against a loss of Rs. 74.42 lacs in the previous year.

MATERIAL CHANGES AND COMMITMENT

There was no material change and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Opportunity and threats:

The Company is totally out of the garment and apparel manufacturing activity and processing division, a loss-making division. The Company will now be concentrating on its leasing of property business and hotel business, which will improve its profitability.

Future Outlook:

Followed by high prices of premises, the rentals are constantly increasing. With more premises of the Company coming under lease, the rental income of the Company is expected to increase substantially. Hostel business is also expected to show healthy growth. With expenses under control, your Directors expects to earn modest profit in coming years.

Subsidiary Companies:

Your Company does not have any subsidiary.

Consolidated Financial Statements:

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

Corporate Governance:

Provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company.

Hence, report on Corporate Governance is not annexed.

Loans, Guarantees and investments:

The Company has not given any loan or guarantee nor has provided any security. The Company has made investments in shares and commercial properties details of which are provided in the financial statements.

Public Deposits:

Your Company has not accepted any deposit from the public, its shareholders or employees during the year under review.

Conservation of Energy etc.:

Information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read the rules made there under, are as under, is annexed as Annexure I.

Transactions with related parties:

All the transactions with related parties entered into during the financial year 2018-19 were on arms length basis and also in the ordinary course of business. Details of all related party transactions are placed before the audit committee. The policy on related party transactions as approved by the Board of Directors is placed on the Companys website.

Since all the transactions with the related parties entered into by the Company were in ordinary course of business and were on arms length basis, Form AOC-2 is not applicable.

Directors and key managerial personnel:

During the year under review, there was change in constitution of the Board of Directors of your Company. Mr. Asit Sharma an Independent Directors resigned from the board. The Nomination & Remuneration Committee has identified Mr. Anshul Darshan Kukreja and recommended his appointment as an Independent Director. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 28th November, 2019 appointed Mr. Mr. Anshul Darshan Kukreja as an Additional (Independent) Director. Pursuant to the provisions of Section 160 of the Companies Act,2013, Mr. Sharma will be vacating the office at the ensuing Annual General Meeting.

Mr. Anshul Darshan Kukreja is the Commerce Graduate. He has varied experience of working with manufacturing companies, running his own exclusive regional distributorship and also providing professional consultancy services for business development. The Board of Directors is of the view that associating Mr. Anshul Darshan Kukreja as Director, the Company would benefit immensely. Hence, in compliance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is proposed to appoint Mr. Anshul Darshan Kukreja as an Independent Director of the Company to hold office for a consecutive term of five years commencing from 28th November, 2019.

To comply with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Kavita N. Hingorani shall retire by rotation at the forthcoming Annual General Meeting. Being eligible, she has offered herself for reappointment.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company. Mr. Narain Hingorani, Managing Director of the Company is Chief Executive Officer. Mr. D.S. Karnale was appointed as Chief Finance Officer with effect from 15th July, 2019.

The Company appointed Mr. Mayank Agrawal Company Secretary in the 25th Annual General Meeting held on 20th August 2019.

Disclosure by Independent Directors:

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

Audit Committee:

The Committee presently comprises of Mrs. Roopa Teckchandani, Mr. Anshul Darshan Kukreja both Independent Directors and Mrs. Kavita Hingorani. All the members of the Committee are having financial and accounting knowledge. The Committee met 4 times during the financial year 2019-20.

Nomination & Remuneration Committee:

The said committee presently comprises of Mr. Anshul Darshan Kukreja, Mrs. Roopa Teckchandani and Mrs. Kavita Hingorani. The Committee met twice during the year.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is annexed to the report as Annexure II.

Stakeholder Relationship Committee:

The Stakeholders Relationship Committee consists of two members viz. Mr. Narain Hingorani and Mr. Anshul Darshan Kukreja to look into redressal of Shareholders and investors grievances with respect to transfer of Shares, dematerialization of shares, non-receipt of declared dividend or Annual report etc. and other matters relating to shareholder relationship. The committee met four times during the year. During the year ended on March 31, 2020 the Company did not receive any complaint from any of its members.

Board Meetings:

Eight meetings of the Board were held during the year under review. One meeting of the Independent Directors was held during the year.

Board evaluation:

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views of the management and non-executive directors.

Policy on appointment of directors and remuneration as provided in Section 178(3) of the Companies Act, 2013 has been dealt with in the corporate governance report, which forms part of the Directors Report.

CSR Committee:

The Company does not fulfil any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of Section 135 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Internal Control System:

Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who periodically reviews the accounts and reports to the Audit Committee.

Risk Management:

The Company has Risk Management Committee. This committee is responsible for reviewing the risk management plan and its effectiveness. The audit committee also reviews the financial risk and its control. The management also continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. All the assets of the Company are adequately covered by comprehensive insurance.

Employees:

Relations between the management and employees remained cordial through-out the year. The Company had a total 4 permanent employees as on 31st March, 2020.

The particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended to this report as Annexure III and forms part of this report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors Report for the year ended 31st March, 2020 is given in a separate annexure to this report. The said annexure is not being sent along with this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members, who are interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the Company, 21 days before the 26th annual general meeting and up to the date of the said annual general meeting during normal business hours on working days.

Auditors:

According to Directors, there is no adverse remark made by Statutory Auditors in their report. Notes to the accounts are self-explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

At the 25th AGM held on 20th August 2019 M/s. J. S. Uberoi & Co., Chartered Accountants (Registration No. 111107W), was appointed as Statutory Auditors of the company for a term of 5 Years from the Financial Year 2019-20 onwards. Accordingly, J. S. Uberoi & Co., Chartered Accountants will continue as statutory auditors of the Company till the financial year 2023-24.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

Secretarial Audit Report:

During the year Secretarial audit was carried out by Mr. Abhishek Soni, Practising Company Secretary, for the financial year 20109-2020. The report on Secretarial Audit is appended as Annexure IV to this report. According to Board of Directors, report does not have any adverse remarks.

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals:

No such order was passed by any of the authorities, which impacts the going concern status and companys operations in future.

REPORTING OF FRAUD:

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors

ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 a copy of the Annual Return of the Company for the year ended 31st March, 2020 is placed on the website of the Company at www.ceenikexports.in.

Vigil Mechanism:

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy adopted by the Board of Directors is hosted on the website of the Company.

Prevention of Sexual Harassment at Workplace:

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 your Company has duly constituted an internal complaint committee. The Committee has formulated policy to ensure protection to its female employees.

Cautionary Statement:

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

Acknowledgement:

The Directors wish to place on record their deep sense of appreciation to the Companys Bankers and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

By the order of the Board

For Ceenik Exports (India) Limited

s/d
Place: Mumbai (N. N. Hingorani)
Date: 31/08/2020 Chairman & Managing Director
DIN: 00275453