Datiware Maritime Infra Ltd Directors Report.

(Disclosure under Section 134(3) of the Companies Act, 2013) {Read With Companies (Accounts) Rules, 2014}]

Dear Shareholders,

Your Directors are presenting the 28th Annual Report of your Company and the Audited Financial Statements for the financial year ended March 31, 2020.

1. FINANCIAL RESULTS:

( Rs. In Lakhs)

Particulars 2019-20 2018-19
Revenue from Operations 78.76 0.00
Other Income 0.00 0.00
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense (14.63) (17.16)
Less: Depreciation/ Amortisation/ Impairment, Finance Costs 6.71 0.00
Profit /loss before Exceptional items and Tax Expense (21.34) (17.96)
Add/(less): Exceptional items 0.00 0.00
Profit /loss before Tax Expense (21.34) (17.96)
Less: Tax Expense (Current & Deferred) 0.00 0.00
Profit /loss for the year (21.34) (17.96)
Balance of profit /loss for earlier years (315.31) (333.27)
Less: Transferred to reserve , Dividend 0.00 0.00
Balance Carried Forward (336.65) (315.31)

During the year under review (2019-20) the company has earned Total Income of Rs. 78.76 Lakhs as against NIL in previous year. Further Company has incurred net loss of Rs. 21.34 Lakhs as against loss of Rs. 17.96 Lakhs.

Present Board of Directors has good reputation as well as experience in maritime infrastructure. Their endeavor to enter into maritime infrastructure industry will help the company to procure as well as execute good scales of order thereby increasing financials of the company. Previous Year Company got work order of fabrication and assembly of floating gates of Drydocks worth Rs 1500 Lakhs which is expected to be completed in the financial year 2020-21.

So far as aquaculture business is concerned Company had taken loan of 1.00 Cr. to restart aquaculture activities. Loan was utilized to revamp 12 Numbers of ponds, deepen water channel, to purchase a 250kva electricity connection, building pond gates, new cabling and electric panels, labour rooms and purchase of capital equipment like aerators, and pumps. This Loan was fully repaid during the period under review. Further the company has availed CC facility of 96.00 to meet its working capital requirement. Additionally bank has extended Rs. 6.00 Lakh as Covid 19 benefit credit facility.

2. COVID-19 Pandemic

In the month of March, 2020, the outbreak of Novel Coronavirus (COVID-19) pandemic developed rapidly into a global crisis. This led to declaration of the lockdowns by the governments in the countries all over the world. For your Company, the focus immediately shifted to ensuring the health, safety and well-being of all employees. The Shipyard Activities of the Company at Datiware was temporarily closed from 24th March 2020 to contain the spread of COVID-19 as per Central/ State Government directions. However Aquaculture activity being designated as an essential service by the Government was kept operational. The Shipyard activity resumed partial operations from July 25th 2020 with limited workforce subject to the conditions prescribed by the Government/Local Authorities. However, COVID-19 pandemic have aggravated the problems of Shipyard industry and going forward, the situation appears to be challenging for the Company.

3. MAJOR EVENTS OCCURRED DURING THE YEAR

There have been no material changes and commitments, which affect the financial position of the company which have occurred during the year and between the end of the financial year to which the financial statements relate and the date of this Report except COVID - 19 pandemic which is discussed above.

4. CAPITAL STRUCTURE

There have been no changes in the Capital structure of the Company which have occurred during the year and between the end of the financial year to which the financial statements relate and the date of this Report

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review company was not required to transfer any amount as well as any shares to the Investor Education and Protection Fund (IEPF)

6. DIVIDEND:

In view of the losses the Board of Directors do not recommend any dividend for the year.

7. RESERVES:

In view of the losses, your Board of Directors has decided not to transfer any amount to the Reserves for the year under review.

8. LOANS, GUARANTEE & INVESTMENTS:

The Company has not advanced any loans or provided guarantees or made investments during the year under review.

9. DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

10. LISTING OF EQUITY SHARES

The Equity Shares of the company are presently listed on BSE Limited. Listing fee for the year 2019-20 has been paid. Due to liquidity issues company has not paid Annual Listing fee for 2020-21 however Board of Directors hereby confirm that it will be paid soon.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, Moksha Shah Company Secretary resigned w.e.f 25-02-2020. Ms. Kritika Agarwal was appointed as a Company Secretary of the company w.e.f. 06-06-2020 to fill up causal vacancy caused by the resignation of Moksha Shah.

Mrs. Jayashree Ashok Patil (DIN: 02419826), Director retires by rotation and being eligible has offered herself for reappointment. Brief profile of Mrs. Jayashree Ashok Patil is given in the notice of AGM. Board of Directors recommends her reappointment. You are requested to appoint her as a Director of the company.

12. RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No.AOC-2 as Annexure II.

13. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria of Independence and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Further they also had confirm that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed policy for selection and appointment of Directors, Senior Management and their remuneration in pursuant to Section 178 of Companies act 2013 and Regulation 19 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The remuneration given is as per the remuneration policy framed.

Criteria for Determining the Qualifications for appointment of Directors (including Independent Directors)

i. Persons of eminence, standing and knowledge with significant achievements in business, professions and/or public service;

ii. Their technical, financial, HR, Legal, or business literacy/skills i.e. knowledge about Aquaculture and Shipyard business;

iii. Their administrative experience;

iv. Other appropriate qualification/experience to meet the objectives of the Company;

v. As per the applicable provisions of Companies Act, 2013, Rules made thereunder and as per provisions of SEBI( LODR) Regulations.2015 .

The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate/s.

Positive attributes of Directors (including Independent Directors):

a. Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively and the willingness to address issues proactively;

b. Actively update their knowledge and skills with the latest developments in the infrastructure industry, market conditions and applicable legal provisions;

c. Willingness to devote sufficient time and attention to the Companys business and discharge their responsibilities.

d. To assist in bringing independent judgment to bear on the Boards deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;

e. Ability to develop a good working relationship with other Board members and contribute to the Boards working relationship with the senior management of the Company;

f. To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees;

g. Independent Directors to meet the requirements of the Companies Act, 2013 read with the Rules made there under and as per provisions of SEBI( LODR) Regulations 2015 as amended from time to time.

Independence Review Procedures

- Annual Review

The directors independence for the independent director will be determined by the Board on an annual basis upon the declaration made by such Director as per the provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI( LODR) Regulations.2015

- Individual Directors Independence Determinations

If a director nominee is considered for appointment to the Board between Annual General Meetings, a determination of independence, upon the recommendation of the Committee, shall be made by the Board prior to such appointment.

All determinations of independence shall be made on a case-by-case basis for each director after consideration of all the relevant facts and circumstances and the standards set forth herein. The Board reserves the right to determine that any director is not independent even if he or she satisfies the criteria set forth by the provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI( LODR) Regulations.2015

- Notice of Change of Independent Status

Each director has an affirmative obligation to inform the Board of any change in circumstances that may put his or her independence at issue.

a. Criteria for appointment of KMP/Senior Management -

i. To possess the required qualifications, experience, skills & expertise to effectively discharge their duties and responsibilities;

ii. To practice and encourage professionalism and transparent working environment;

iii. To build teams and carry the team members along for achieving the goals/objectives and corporate mission;

iv. To adhere strictly to code of conduct

b. Term -

The Term of the Directors including Managing / Whole time Director / Independent Director shall be governed as per the provisions of the Act and Rules made thereunder and the Listing Regulations, as amended from time to time. whereas the term of the KMP (other than the Managing / Wholetime Director) and Senior Management shall be governed by the prevailing HR policies of the Company.

c. Evaluation -

The Committee shall carry out evaluation of performance of every Director. The Committee shall identify evaluation criteria which will evaluate Directors based on knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence. The appointment / re-appointment /continuation of Directors on the Board shall be subject to the outcome of the yearly evaluation process.

d. Removal -

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder and /or for any disciplinary reasons and subject to such applicable Acts, Rules and Regulations and the Companys prevailing HR policies, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management.

e. Remuneration of Managing / Whole-time Director, KMP and Senior Management

The remuneration / compensation / commission, etc., as the case may be, to the Managing / Wholetime Director will be governed by the relevant provisions of the Companies Act, 2013 and applicable Rules and Regulations and will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission, etc., as the case may be, shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required. Further, the Chairman & Managing Director of the Company is authorized to decide the remuneration of KMP (other than Managing / Wholetime Director) and Senior Management based on the standard market practice and prevailing HR policies of the Company.

f. Remuneration to Non-executive Directors (Including independent Director)

The remuneration / compensation / commission, etc., as the case may be, to the Managing / Wholetime Director will be governed by the relevant provisions of the Companies Act, 2013 and applicable Rules and Regulations and will be determined by the Committee and recommended to the Board for approval.

15. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its own performance, also performance of the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and individual Directors, including the Chairman of the Company.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boards functioning such as degree of fulfillment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the management.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication, communicating effectively with all stakeholders and motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination & Remuneration Committee also reviewed the performance of the Board, its Committees and of individual Directors.

The Chairman of the Board provided feedback to the Directors, as appropriate. Significant highlights, learning with respect to the evaluation, were discussed at the Board Meeting.

Disclosures on Board Evaluation:

i. Observations of board evaluation carried out for the year:

While evaluating the performances of the Board, also performance of the Directors individually as well as the evaluation of the working of its Committees, the Nomination and Remuneration Committee is of the opinion that the Directors , Committees as well as the board themselves has been performing their duties well for the best in interest of the Company. There is no observation to be mentioned during the year.

ii. Previous years observations and actions taken: NIL

iii. Proposed actions based on current year observations; NIL

16. A MATRIX SETTING OUT THE SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF DIRECTORS IS AS UNDER

Name of the Director Category

Skills, Expertise, Competence of the Director

Technical Financial Administrative / HR Legal Aquaculture Shipyard
Ashok Bhalchandra Patil Chairman, Promoter, Non Executive Director YES YES YES YES YES
Jayshree Ashok Patil Promoter, Executive Director YES YES YES
Jitendra Shankar Patil Non Executive Independent Director

YES

YES YES YES
Kishor Deomal Gambani Non Executive Independent Director

YES

YES YES YES

BOARD MEETINGS:

During the year under the review 5 meetings of the board were held on 17.05.2019, 06.08.2019, 30.10.2019, 16.12.2019 and 08.02.2020. The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

The notice of Board meeting is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated clear 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. Details of Board Meetings attended by the Directors are as below

Name of the Director Designation

Number of Meetings

Held Attended
Ashok Bhalchandra Patil Chairman 5 5
Jayshree Ashok Patil Managing Director 5 5
Jitendra Shankar Patil Director 5 5
Kishor Deomal Gambani Director 5 5

17. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in prescribed form MGT - 9 is appended as Annexure I to the Boards Report. Further the extract of Annual Return in the form of MGT-9 has also been posted on the website of the company i.e. www.datiware.com.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is attached to the Directors Report as Annexure III.

19. CORPORATE GOVERNANCE:

As per Regulation 15(2) of the Listing regulations, the compliance with the corporate governance provisions does not apply to the Company.

20. AUDITORS:

a. STATUTORY AUDITORS:

M/s. Anil Deshpande & Co, Chartered Accountants, (Firm Registration No: 100471W) resigned w.e.f. August 14, 2020 due to his professional preoccupation. M/s. P. S. Shingte and Co., Chartered Accountants, (Firms Registration No. 114679W), were appointed as Statutory Auditors of the Company to fill up casual vacancy caused by resignation of M/s. Anil S. Deshpande & Co.

The Board of Directors at its meeting held on August 31, 2020, as per the recommendation of the Audit Committee and pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, recommended the appointment of M/s. P. S. Shingte and Co., Chartered Accountants, (Firms Registration No. 114679W),, as Statutory Auditors of the Company to hold office for a period of five years, from the conclusion of the 28th AGM, till the conclusion of the 33th AGM of the Company to be held in the year 2025, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Managing Director of the Company.

The Company has received consent letter and eligibility certificate from M/s. P. S. Shingte and Co., Chartered Accountants, (Firms Registration No. 114679W), to act as Statutory Auditors of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

You are requested to appoint them.

b. SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. PPS & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the year 2019-20 forms part of the Directors Report as Annexure- IV.

21. REPLY TO QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR

With respect to Statutory Auditors remark about robbery on 18th June 2020 your directors state that this event happened post March 31, 2020. A Robbery took place at Companys work place on 18th June 2020 and made away with aprox 500 kg of prawns. Company has registered an FIR in the Kelwe police station subsequently. Estimated revenue loss due to the robbery was Rs 1,50,000 /-. Company has considered this loss while preparing financials of the company.

There are no qualifications, adverse remarks or disclaimer made by Secretarial Auditor.

22. INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies act 2013 read with Companies (Accounts) Rules, 2014, the board on recommendation of the Audit committee, appointed Mr. Jagadish Aalashi, Chartered Accountant, Pune as the Internal Auditor of the Company. The Management regularly reviews the findings of the Internal Auditor and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditor.

23. INTERNAL FINANCIAL CONTROL

The Board of Directors has laid down Internal Financial Controls within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively.

24. CORPORATE RESPONSIBILITY STATEMENT (CSR):

The Company is not required to spend any amount for CSR activities at present.

25. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

2. 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;

3. 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;

4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors, further state that 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;

6. 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.

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

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

A. Conservation of energy:

(i) the steps taken or impact on conservation of energy; N.A
(ii) the steps taken by the Company for utilising alternate sources of energy; N.A
(iii) the capital investment on energy conservation equipments; N.A

B. Technology absorption:

The Companys operations do not require significant absorption of technology.

C. Foreign exchange earnings and Outgo:

Particulars

Current Year

Previous Year

In In USD In In USD
Foreign Exchange Earnings Nil Nil Nil Nil
Foreign Exchange Outgo Nil Nil Nil Nil

27. AUDIT COMMITTEE:

As on March 31, 2020 the Audit committee comprises Mr. Kishor Deomal Gambani (Independent Director) Mr. Jitendra Shankar Patil (Independent Director) and Mrs. Jayashree Ashok Patil (Managing Director). Ms. Moksha Shaha Company Secretary was secretary to committee. Post resignation of Ms. Mosha Shaha , Ms. Kritika Agarwal was appointed as Company Secretary of the Company. She is now secretary to the committee. All members of the Audit Committee possess accounting and financial management knowledge.

The committee has been carrying out its responsibility in accordance with the provisions of the Act. The committee had met 4 (Four) times on 17.05.2019, 06.08.2019, 30.10.2019 and 08.02.2019 during the year.

Board has accepted all the recommendations of Audit Committee. Details of attendance of committee meetings are as below.

Name of the Director Designation

Number of Meetings

Held Attended
Jitendra Shankar Patil Chairman 4 4
Jayshree Ashok Patil Member 4 4
Kishor Deomal Gambani Member 4 4

28. NOMINATION AND REMUNERATION COMMITTEE:

As on March 31, 2020 the Nomination and Remuneration committee comprises Mr. Kishor Deomal Gambani (Independent Director) Mr. Jitendra Shankar Patil (Independent Director) and Mr. Ashok Patil (Director) Ms. Moksha Shaha Company Secretary was secretary to committee. Post resignation of Ms. Mosha Shaha , Ms. Kritika Agarwal was appointed as Company Secretary of the Company. She is now secretary to the committee.

The Committee functions in accordance with the terms and reference of the policy. The committee had met 4 (Four) times on 17.05.2019, 06.08.2019, 30.10.2019 and 08.02.2019 during the year.

Details of attendance of committee meetings are as below.

Name of the Director Designation

Number of Meetings

Held Attended
Jitendra Shankar Patil Chairman 4 4
Kishor Deomal Gambani Member 4 4
Ashok Patil Member 4 4

29. STAKEHOLDERS RELATIONSHIP COMMITTEE:

As on March 31, 2020 the Stakeholders Relationship committee comprises Mr. Kishor Deomal Gambani (Independent Director) Mr. Jitendra Shankar Patil (Independent Director) , Mrs. Jayashree Patil (Managing Director) and Mr. Ashok Patil (Director). Ms. Moksha Shah Company Secretary of the company was secretary to committee. Post resignation of Ms. Mosha Shaha , Ms. Kritika Agarwal was appointed as Company Secretary of the Company. She is now secretary to the committee.

This Committee has been formed to comply with the norms of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. The Committee has been carrying out its functions very smoothly and to enable the same had met 4 times on 17.05.2019, 06.08.2019, 30.10.2019 and 08.02.2019 during the year.

Details of attendance of committee meetings are as below.

Name of the Director Designation

Number of Meetings

Held Attended
Kishor Deomal Gambani Chairman 4 4
Ashok Patil Member 4 4
Jitendra Shankar Patil Member 4 4
Jayashree Patil Member 4 4

30. VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct; providing adequate safeguards against victimization; providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases., to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the website of the company i.e. www.datiware.com.

31. PERFORMANCE OF EMPLOYEES:

1) The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name of Director /KMP Designation Remuneration of Directors / KMP for the year ended 31st March 2020 (Rs) Ratio to median Remuneration % Increase in remuneration for the year ended 31st March 2020
Ashok Patil Director NIL NA NA
Jayshree Patil Managing Director 1,80,000/- 1.50 NIL
Jitendra Patil Independent director NIL NA NA
Kishore Gambani Independent director NIL NA NA
Nachiket Patil Chief Financial Officer NIL NA NA
Moksha Shaha Company Secretary 1,20,000 1.00 NIL

NOTE:

1.

a. Both Independent Directors were appointed on 7th December 2017 and further regularized there appointment in Annual General Meeting on 15th September 2018. However, no remuneration is paid to both the Independent directors.

b. Mr. Nachiket Patil was appointed as CFO on 7th December 2017. However, no remuneration is paid to CFO, thus, percentage increase in remuneration is not applicable.

c. Ms Moksha Shaha was appointed as Company Secretary and Compliance Officer of the Company

w.e.f. 21st January 2019. She resigned w.e.f.

25.02.2020. There has been no increase in her remuneration hence percentage increase in remuneration is not applicable.

2. The percentage increase in the median remuneration of employees in the financial year 2019-2020: NIL

3. The number of permanent employees on the rolls of company: 7

4. 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 circumstances for increase in the managerial remuneration: Since the company has just started operations there has been no increase in Managerial remuneration. Further there is no increase in remuneration of other employees hence there are no exceptional circumstances for increase in the managerial remuneration.

5. The key parameters for any variable component of remuneration availed by the directors: No remuneration has been paid to Directors on the basis of variable component.

6. We hereby affirm that the remuneration is as per policy recommended by Nomination and Remuneration committee and adopted by the Company.

2) Details of the top ten employees of the Company in terms of remuneration drawn as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 :

Sr. No. Name of employe e Designa tion Remun eration Nature of Employ ment (contrac tual or otherwi se) Qualificatio n Exp erie nce (in yea rs) Date for commen cement Age Last Employ ement % of Equit y Share s held in the Comp any
1 Moksha Shaha Company Secretary 10,000 Permanent CS, B.com 1 21/01/2019 25 NA 0
2 Nachiket Patil Chief Financial Officer Permanent MBA 12 07/12/2017 38 NA 0.10%
3 Prashant Harekar Account Officer 31000 Permanent MBS, PGDBM 10 15/07/2019 36 PPCE 0
4 Mahendra Ghag Farm Technician 22000 Permanent Fishery Diploma 5 01/02/2020 29 NA 0
5 Rahul Jagtap Farm Manager 20000 Permanent Fishery Diploma 10 21/01/2019 36 NA 0
6 Baburao Bhoir Electrician 10000 Permanent ITI 15 01/01/2020 40 NA 0
7 Chandrakant Bhoir Watchman 8000 Permane nt SSC 1 01/04/2018 55 NA 0

Note:

1. There are only 7 employees.

2. Mr. Nachiket Patil the CFO of the Company is the son of Mr Ashok Patil, Director and Mrs. JayashreePatil, MD of the Company.

32. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

33. COST AUDIT:

As per Section 148 of the Act, the Company is not required to have the audit of its cost records conducted by a Cost Accountant in practice

34. RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee in accordance with the provisions of the Act and Regulation 17(9) of the Listing Regulations. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Policy to manage risk is also placed on the website of the Company. During the year, risk analysis and assessment was conducted and the details of the same are covered in the Management Discussion and Analysis Report of the Company.

35. FAMILIARIZATION PROGRAMME:

Pursuant to Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 , the Company has formulated a programme for familiarizing the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. Details of the Familiarization Programme of the Independent Directors are available on the website of the Company.

36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder which is available on the website of the Company. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2019-20.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year: NIL

(b) Number of complaints received during the year: NIL

(c) Number of complaints disposed off during the year: NIL

(d) Number of cases pending at the end of the year.: NIL

37. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable secretarial standards. The same has also been confirmed by Secretarial Auditors of the Company.

38. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any equity shares lying in the demat suspense account/unclaimed suspense account of the Company as on 31 March 2020. Hence disclosures required under Part F of Schedule V of the Listing Regulations is not applicable

39. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

On behalf of the Board of Directors

JayashreePatil Ashok Patil
Place: Pune Managing Director Director
Date: September 1, 2020 (DIN 02419826) (DIN 00766354)