Goyal Aluminiums Ltd Directors Report.

To,

The Members of

ADVITIYA TRADE INDIA LIMITED

Your Directors have pleasure in presenting the Fifth (5th) Annual Report on the business and operations of the Company along with Audited Financial Statements for the Financial Year ended 31st March, 2021. The economic contraction in first half of FY 2020-21 was very challenging due to covid-19 nationwide lockdown however, business activities returned to normalcy due to its zeal and commitment. The company has witnessed gradual recovery in the demand back its pre-covid scenario. The financial highlights are as follows: -

1. FINANCIAL RESULTS:

The financial results of the Company for the financial year ended on 31st March, 2021 are as follows:

Particular As on 31st March,2021 As on 31stMarch, 2020
(In Lakhs) (in Lakhs)
Revenue from Operations 5515.65 5,895.46
Other Income
Total Income 5515.65 5,895.46
Total Expenses 5492.41 5,797.42
Profit Before Tax 23.24 98.04
Extraordinary Items
Less: Income Tax (Current Year) 9.42 26.12
Less: Deferred Tax 0.37 0.62
Profit/(Loss) after tax 14.19 72.54

2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

The Company recorded a turnover of Rs. 5515.65 Lakh during the year as against Rs. 5,895.46 Lakh in the previous year and the Company has earned a profit after tax of Rs. 14.19 Lakh as compared to the profit of Rs. 72.54 Lakh in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.

The company has set up its manufacturing plant for at Ballabgarh, Haryana for the manufacturing of Aluminium panel and its allied products with an investment of Rs. 2 Crore to increase & expand the business operations of the company.

3. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of Business of the Company during the financial year

4. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 100,000,100/- divided into 1,00,00,010 Equity Shares of Rs. 10/- each. As on 31st March, 2021, the paid-up share capital of the Company stood at Rs. 9,91,20,000/- divided into 99,12,000 Equity Shares of Rs. 10/- each.

5. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2021. Since the Board have considered it financially prudent in the long-term interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company.

6. TRANSFER TO RESERVES

During the financial year, the Company has not transferred any profit into the General Reserve of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments were recorded during the financial year which materially affects the financial position of the Company till the date of this report.

9. DEPOSIT

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance sheet for the Financial Year 2020-21.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements which also form part of this report.

11 . CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 since the aforesaid provisions are not applicable.

12.CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure No. I"

13. INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

14. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNAL

During the financial year, there were no changes in the Board of Directors of the Company.

As on 31st March, 2021 Board of Directors of the Company is comprised of following Directors:

S. No Name of the Director Designation
1 Mr.SandeepGoyal Managing Director& CFO
2 Mr. Chahat Gupta Director
3 Mr.PoonamAgarwal Independent Director
4 Mr.BishamberNathMehra Independent Director

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. SandeepGoyal, Director of the Company retires by rotation at the ensuing AGM. The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee (NRC), has recommended his re-appointment

KEY MANAGERIAL PERSONNEL

? Whole Time Director

There is no change in Managing Director & Whole Time Directors of the Company.

? Chief Financial Officer

There is no change in Chief Financial Officer of the Company.

? Company Secretary

During the year, Mr. Mayank Nigam appointed as the Company Secretary and Compliance officer of the Companyw.e.f. 7th May, 2020 in place of Mr. Naval.

The remuneration and other details of the KMP for the FY 2020-21 are provided in the extract of the Annual Return which forms part of this Directors Report.

15.LISTING

Currently the Equity Shares of the Company are listed on SME Platform of BSE Limited. And there are no arrears on account of payment of Listing Fees to the Stock Exchange.

16 . POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted by the Board of Directors have laid down the following policies:

a. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director.

b. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management

Other Employees of the Company. c. Evaluation of performance of the members of the Board, Key Managerial Personnel.

The following Directors are the members of the Nomination and Remuneration Committee:

Mrs. PoonalAgarwal - Chairman
MrBishamberNathMehra- Member
Mr. Chahat Gupta - Member

During the year 2 (Two) meetings of the Nomination and remuneration Committee were held The attendance details of the Nomination and Remuneration Committee meetings are as follows:

Names of Directors Designation No. of meetings attended
Mrs.PoonamAgarwal Non- Executive, Independent 2
DIN: 07854132 Director
Mr.Chahat Gupta Non- Executive, Non - 2
DIN: 07762521 Independent Director
Mr.BishamberNathMehra Non- Executive, Independent 2
DIN: 08700633 Director

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at www.advitiyatrade.co

17 . INDEPENDENT DIRECTORS DECLARATION

The Company has received necessary declaration from each independent Director under Section 149(7) of the Companies Act, 2013, confirming that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and listing regulations.

18. BOARD EVALUATION

In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules made thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors. The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors held on 31.03.2021 performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

19. MEETINGS OF THE BOARD

The Board of Directors of your company met 9 (Nine) times to review strategic, operational and financial performance of the company. All the Directors actively participated in the meetings and contributed valuable inputs and insights on the matters brought before the Board on time to time. The requisite quorum was present in all the meetings. The Meetings were held as on 07.05.2020, 29.06.2020, 07.09.2020, 05.10.2020, 10.10.2020, 31.10.2020, 12.11.2020, 12.12.2020 and 31.03.2021. The maximum interval between any two meetings did not exceed 120 days.

S. No Name of the Director No of board Meetings held during the year during his/her tenure as Director No. of Meetings attended during the year
1 SandeepGoyal 9 9
2 Chahat Gupta 9 9
3 PoonamAgarwal 9 9
5 BishamberNathMehra 9 9

The fourth Annual general meeting of the Company was held on 30th September, 2020.

20. AUDIT COMMITTEE

The Board of Directors of the Company has constituted Audit Committee u/s 177 of the Companies Act, 2013 consisting of 3 members Mrs. PoonamAgarwal (Independent Director), Mr. BishamberNathMehra (Independent Director) & Mr. SandeepGoyal (Managing Director). Mrs. PoonamAgarwal is the Chairman of the Audit Committee.

The Company Secretary acts as the Secretary to the Audit Committee. The primary objective of the Audit

Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Audit Committee overseas the work carried out in the financial reporting process by the management, the internal Auditors and the Independent Auditors and notes the processes and safeguards employed by each of them. All possible measures must be taken by the Audit Committee to ensure the objectivity and independence of the independent auditors.

The Audit Committee held 3 (Three) meetings during the year ended 31.03.2021. These were held on 07.05.2020, 29.06.2020 and 12.11.2020. The attendance details of the Audit Committee meetings are as follows:

S. No. Name of Director No. of Meetings Held No. of meetings Attended
1. Ms.PoonamAgarwal 3 3
2. Mr.SandeepGoyal 3 3
3. Mr.BishamberNathMehra 3 3

21. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provision of section 178 of the Companies Act, 2013 the constitution of Stakeholders Relationship Committee is as follow. During the year under review, one meeting was held on 08.10.2020. The attendance details of the Stakeholders Relationship Committee meetings are as follows:

S. No. Name of Member No. of Meetings Held No. of Meetings Attended
1 Mrs.PoonamAgarwal 1 1
2 Mr. Chahat Gupta 1 1
3 Mr. BishamberNathMehra 1 1

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at

"Annexure II".

The policy on Related Party Transactions, as approved by the Board, may be accessed on the Companys website at the link: https://www.advitiyatrade.co

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behaviour.

The Vigil Mechanism cum Whistle Blower Policy may be accessed on the Companys website at the link: https://www.advitiyatrade.co

25. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

The Provision of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding statement of particulars of employees is not applicable on the Company.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS ORTRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

There was no significant order was passed by any regulatory authority or court or tribunal.

27. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c):

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

a. in the preparation of the annual accounts, the applicable accounting standards have been followed;

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 at the end of the financial year and of the profit and loss of the Company for that period;

c. the Directors have taken proper and sufficient care 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 accounts 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 were operating effectively f. the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. AUDITORS

STATUTORY AUDITOR

M/s Sadana & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 2nd Annual General Meeting till the conclusion of the 7th Annual General Meeting of the Company for the single Tenure of 5 Years. The Auditors confirmed that they are not disqualified as from continuing as Auditors of the company.

The notes on accounts referred to in the auditors report are self-explanatory and therefore dont call for any further comments by the Board of Directors. There are no qualifications or adverse remarks in the Auditors

Report which require any clarification or explanation.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, M/s KMPM & Co., Practicing Company Secretaries were appointed as Secretarial Auditors for the financial year 2020-21. The Secretarial Audit Report for the financial year ended on March 31, 2021 is annexed herewith marked as "Annexure-III" to this Report.

There are no qualifications or adverse remarks in the Secretarial Auditors Report which require any clarification or explanation.

INTERNAL AUDITOR

In terms of Section 138 of the Act and Rules made there under, KMRG & Associates, Chartered Accountants were appointed as Internal Auditors for the financial year 2020-21.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report annexed herewith at Annexure No. IV.

30. RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

31. CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior

Executives of the Company. The object of the Code is to conduct the Companys business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for ones conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.

32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2020-21.

33. ANNUAL RETURN

As per the requirements of Section 92(3) of the Companies Act and Rules framed thereunder, the extract of the Annual Return is available on website of the Company i.e. athttps://www.advitiyatrade.co

34. CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME platform of BSE Limited the Company is exempted from compliance with Corporate Governance requirements and accordingly the reporting requirements like Corporate Governance Report Business Responsibility Report etc. are not applicable to the Company.

35. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below-

Director Designation Remuneration
SANDEEP GOYAL MANAGING DIRECTOR 15,00,000
CHAHAT GUPTA DIRECTOR NIL
POONAM AGARWAL INDEPENDENT DIRECTOR NIL
BISHAMBER NATH MEHRA INDEPENDENT DIRECTOR NIL

b) Percentage increase in the median remuneration of employees in the financial year2020-21: NIL

c) Number of permanent employees on the rolls of the Company as on March 31, 2021: 2(Two).

d) Average percentile increase made in the salaries of employees other than key 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:

NIL

e) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

f) There is no employee covered under the provisions of section 197(14) of the Companies Act 2013.

There was no employee in the Company who drew remuneration of Rs. 10200000/ - per annum during the period under review. Hence the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014.

33. RISK MANAGEMENT POLICY

During the year, The Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

34. COMPLIANCE OF SECRETARIAL STANDARDS

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings ofthe Board of Directors and ‘General Meetings respectively have been duly compliedby your Company

35. ACKNOWLEDGEMENT

The Directors thank the Companys employees, customers, vendors, investors and academic institutions for their continuous support.

The Directors also thank the Government of India and concerned government departments / agencies for their co-operation.

For & on behalf of

ADVITIYA TRADE INDIA LIMITED

Sd/-
SandeepGoyal Chahat Gupta
Managing Director Director
DIN:07762515 DIN:07762521