Hexa Tradex Ltd Directors Report.

To

The Members,

Your Directors are pleased to present the 9th Annual Report and Audited Statement of Accounts of the Company for the year ended 31st March, 2020.

1. FINANCIAL RESULTS

Rs ( in Lakhs)

Particulars Current Year Ended 31st March, 2020 Previous Year Ended 31st March, 2019
Gross Sales & Income from Operations 1.44 1.04
Profit/(Loss) before Financial Cost and Depreciation (245.95) (179.37)
Less:
- Finance Cost 14.14 19.78
- Depreciation and Amortization expense 0.16 0.09
Profit/(Loss) before tax (260.25) (199.24)
Provision for Income Tax and Wealth Tax (43.25) (61.69)
Net Profit/(Loss) after tax (217.00) (137.55)
Add: Balance brought forward from previous Year 2,480.28 2,617.83
Total amount available for appropriation 2,263.28 2,480.28
Less: Appropriations:
(a) Transfer to General Reserve - -
(b) Proposed dividend on Equity Shares - -
(C) Corporate Tax on dividends - -
Balance carried to Balance Sheet 2,263.28 2,480.28

2. REVIEW OF OPERATIONS

During the year, Company achieved Gross Sales & Income from operations of 1.44 lakhs against the Turnover of 1.04 lakhs in previous year. Since the Company has yet to achieve its optimum scale of operations, its net loss is 217.07 lakhs during the year against net loss of 137.55 lakhs in previous year. It is hope that Company would achieve greater heights in coming years.

3. COVID -19 PANDEMIC

Corona virus 2019 (COVID-19), an infectious disease which leads to acute respiratory symptoms and can also lead to loss of in December 2019. Since then the health hazard spread to most parts of the world, with the World life, was first Health Organization ("WHO") declared it as an ongoing pandemic.

Following the COVID-19 outbreak in India, the government announced the first phase of the nationwide lockdown for 21 days from March 25, 2020 to contain the spread of the infection. Under the circumstances, the Company forthwith decided to scale down its operations to support government efforts. As a responsible corporate citizen, we actively participated and contributed to the extent possible fight against this Pandemic with the respective local authorities, States and Central Government etc.

4. DIVIDEND

No dividend has been recommended.

5. TRANSFER TO RESERVES

During the year no amount has been transferred in the reserve of the Company.

6. SHARE CAPITAL

There is no change during the year 2019-20 in the paid up equity share capital of the Company.

7. LISTING OF THE EQUITY SHARES

The equity shares of your Company are listed at BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE). The annual listing fees for the year 2019-20 have been paid to the Stock Exchanges.

Boards Report

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Veni Verma, (DIN: 07586927) Director of the Company, retires by rotation and, being eligible, offers herself for reappointment.

As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who was re-appointed during the year is given below:

During the year under review, the members in their EGM elevated Mr. Neeraj Kanagat as Whole Time Director & CFO w.e.f 1st December, 2019 for the period of 3 Years. The Members also appointed Mr. Abhiram Tayal, DIN (00081453) and Mr. Ravinder Nath Leekha, DIN (00888433) as an Independent Director for their 1st term of 5 consecutive year w.e.f 22nd November 2019.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forming part of this report, has been given under separate section in the Annual Report.

10. CONSOLIDATED FINANCIAL STATEMENT

Audited annual consolidated financial statements forming part of the annual report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 ‘Consolidated Financial Statements and Indian Accounting Standards (Ind AS) 28 - Investments in Associates and Joint Ventures, notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one subsidiary namely Hexa Securities and Finance Company Limited (HSFCL). HSFCL is Non-Banking Financial Company registered with Reserve Bank of India. A report on the performance and financial position of HSFCL as per the Companies Act, 2013 is provided as Form AOC-1 to the consolidated financial statement and hence not repeated here for the sake of brevity.

No company has became/ceased to be the subsidiary, associate and Joint Venture during the financial year 2019-20. The policy for determining material subsidiaries as approved may be accessed on the Companys website at the link: http:// hexatradex.com/wp-content/uploads/2015/08/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES.pdf

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed by the Board of Directors:

a. that in the preparation of the annual accounts for the financial year ended 31st March, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year ended on that period.

c. that they had 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. that they had prepared the accounts for the financial year ended 31st March, 2020 on a ‘going concern basis.

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

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

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee selects the candidate to be appointed as the director on the basis of the needs and enhancing the competencies of the Board of the Company.

The current policy is to have a balance of Executive, Non-executive and Independent Directors to maintain the independence of the Board, and to separate its functions of governance and management. The composition of Board of Directors during the year ended March 31, 2020 is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013.

The policy of the Company on directors appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declaration of Independence from all Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of Independence.

15. BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178(1) of the Companies Act, 2013. This may be accessed at the link http://hexatradex.com/wp-content/ uploads/2015/08/Performance-Evaluation.pdf.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of same have been given in the report on corporate governance annexed hereto.

The details of programme for familiarization of Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters have been uploaded on the website of the Company at the link http://hexatradex.com/wp-content/uploads/2015/08/Familiarization- Programme-of-Independent-Directors. pdf.

16. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

17. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into material contract / arrangement / transaction with its subsidiary. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: http://hexatradex.com/wp-content/uploads/2015/08/POLICY-ON-RELATED-PARTY-TRANSACTIONS .pdf Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

18. RISK MANAGEMENT

The Board has been entrusted with the responsibility of (a) overseeing and approving the Companys enterprise wide risk management framework; and (b) identifying and assessing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Board.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Management System that governs how the Company conducts the business and manages associated risks.

19. INTERNAL FINANCIAL CONTROLS

The Company has put in place strong internal control systems in line with globally accepted practices. The processes adopted by the Company are best in class and commensurate with the size and nature of operations.

The Company has adopted risk based framework which is intended for proper mitigation of risks. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

The Company has employed experienced professional to carry out the internal audits to review the adequacy and compliance to the laid down procedures to manage key risks.

The Audit Committee of the Board regularly reviews the adequacy & effectiveness of internal audit environment and implementation of internal audit recommendations including those relating to strengthening of Companys risk management policies & systems.

Your Companys philosophy is of zero tolerance towards all applicable legal non-compliances

20. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Companys website at the link: http://hexatradex.com/wp-content/uploads/2016/08/

CSR-Policy-Tradex.pdf. The key philosophy of all CSR initiatives of the Company is driven by core value of inclusion.

Further, as per the Rule 3 of Companies (CSR Policy) Rules, 2014, the Company has been ceased to be covered under Section 135(1) for 3 Consecutive Years. Accordingly, the Company is not required to comply with sub section 2 to 5 of Section 135 of Companies Act, 2013.

21. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors), SS-2 (General Meetings) and SS-4 (Report of the Board of Directors) respectively, have been complied by the Company.

22. AUDITORS & THEIR REPORT STATUTORY AUDITORS

The members of the Company had appointed M/s N. C. Aggarwal & Co., Chartered Accountants as Statutory Auditors of the Company for a term of 4 (Four) consecutive years from conclusion of 6th Annual General Meeting until the conclusion of 10th Annual General Meeting. The M/s N. C. Aggarwal & Co., Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company. Auditors remarks in their report read with the notes to accounts referred to by them are self-explanatory. There have been no fraud reported by the Statutory Auditors of the Company.

SECRETARIAL AUDITOR

The Board has appointed Mr. Awanish Kumar Dwivedi of M/s Dwivedi & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2019-20. The Secretarial Audit Report for the financial year ended 31st March, 2020 is annexed herewith marked as Annexure - 1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

i. Auditors Report There have been no frauds, qualifications, reservations or adverse remarks reported by the Statutory Auditors of the Company.

ii. Secretarial Auditors Report There are no qualifications, reservations or adverse remarks reported by the Secretarial Auditors in their report.

23. DISCLOSURE

MEETINGS OF THE BOARD

During the year under review, the Board of Director of the Company met 5 (Five) times on 22nd May, 2019, 5th August, 2019, 9th October, 2019, 22th November, 2019 and 4th February, 2020. The composition of Board of Directors during the year ended March 31, 2020 is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements)

Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013. For further details, please refer report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

As on 31st March, 2020, the Audit Committee comprised of Dr. Raj Kamal Aggarwal (Chairman), Mr. Girish Sharma and Ms. Veni Verma, as other members. The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. During the year ended 31st March, 2020, the Committee met 4 (four) times on 22nd May, 2019, 5th August, 2019, 9th October, 2019 and 4th February, 2020. For further details, please refer report on Corporate Governance of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2020, the Nomination and Remuneration Committee comprised of Mr. Girish Sharma (Chairman), Dr. Raj Kamal Aggarwal and Ms. Veni Verma, as other members. The Chairman of the Committee is an Independent Director. The Composition of the Nomination and Remuneration Committee is in conformity with requirements of section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March, 2020 the Committee met 3 (Three) on 22nd May, 2019, 5th August, 2019 and 22nd November, 2019. For further details, please refer report on Corporate Governance of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

As on 31st March, 2020, the CSR Committee comprises of Dr. Raj Kamal Aggarwal (Chairman), Mr. Girish Sharma and Ms. Veni Verma, as other members. The Composition of the CSR Committee is in conformity with requirements of Section 135 of the Companies Act, 2013.

During the year ended 31st March, 2020 the Committee met once (1) on 17th March, 2020. For further details, please refer report on Corporate Governance of this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR) Regulations, 2015. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Compliance Officer or Managing Director or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: http:// hexatradex.com/wp-content/uploads/2015/08/POLICY-VIGIL-MECHANISM.pdf Further, No complaint was pending at the beginning of the year and no complaint was received during the period under review.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Notes to the standalone financial statements).

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on employing techniques that result in the conservation of energy. Details on the foreign exchange earnings and expenditure of your Company appear in the Notes to Accounts.

24. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - 2 to this Report.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The employees relations remained cordial throughout the period. There is no employees whose particulars are required to be furnish under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure-3.

26. PUBLIC DEPOSITS

The Company has not invited any public deposits during the year ended on 31st March, 2020.

27. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE material orders passed by the regulators or courts or tribunals impacting During the Financial Year there is no significant the going concern status and companys operations in future.

28. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has formed a Committee for implementation of said policy. No complaint of harassment was received during the year.

29. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. We are also grateful for the confidence and faith that you have reposed in the Company as its member.

For and on behalf of the Board

Raj Kamal Aggarwal
Chairman
Place: New Delhi
Date: August 5th , 2020