Ind-Agiv Commerce Ltd Directors Report

To,

The Members

IND AGIV COMMERCE LIMITED

Our Directors are pleased to present the 35^th (Thirty Fifth) Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended as on 31st March 2021.

1. STATE OF AFFAIRS OF THE COMPANY:

a) FINANCIAL RESULTS

	Standalone		Consolidated
Particulars	Current Year ended 31.03.2021	Previous Year ended 31.03.2020	Current Year ended 31.03.2021	Previous Year ended 31.03.2020
	(Rs. in Lac)		(Rs. in Lac)
Revenue from Operations & other Income	851.22	1202.35	903.10	1375.80
Profit/Loss before Depreciation, Finance Cost and Taxation	-16.61	226.52	-53.32	233.43
Less: Finance Cost	140.08	176.61	141.38	179.97
Less: Depreciation & Amortization	19.00	19.38	21.31	20.80
Exceptional Items			26.06
Profit before Taxation	-175.69	30.53	-241.10	32.66
Less: Prov. for Taxation
- Current		6.88		7.76
- Deferred		3.40		3.42
- Short (Excess) Provision of earlier years	(3.77)	0	(5.64)	0
Profit /Loss after Taxation	-171.92	20.25	-235.46	21.48
Amount available for appropriation
Transfer to Special Reserve Fund		20.25		21.48
Proposed Dividend	0	0	0	0
Tax on Dividend	0	0	0	0
Balance carried to Balance Sheet
(1) Basic	(17.19)	2.03	(23.55)	2.03
(2) Diluted	(2.03)	2.03	(23.55)	2.03

There is no change in the nature of business of the Company.

b) PERFORMANCE REVIEW:

i) Standalone

The Company achieved Service Turnover of Rs.7.95 Cr during the year under consideration as compared to Service Turnover of Rs.11.26 Cr achieved during the previous year, which represents decrease of about 29%. Reduction in Service Turnover is mainly due to Lockdown and Project sites are not available for Execution orders, though company orders on hand worth Rs.15.00 Cr. Net Loss after tax during the year under consideration is Rs.171.91 Lacs as against net profit after tax of Rs.20.25 Lacs during the previous year. Our directors are making constant endeavor to explore new areas to achieve higher turnover and profitability.

ii) Consolidated

The Group achieved Service Turnover of Rs.8.49 Cr. during the year under consideration as compared to Service Turnover of Rs.12.96 Cr achieved during the previous year. The consolidated net Loss after tax during the year under consideration is Rs.235.46 Lacs as against consolidated net profit after tax of Rs.21.48 Lacs during the previous year.

2. DIVIDEND:

Considering the impact of COVID-19 Pandemic on business operations, it is necessary for the Company to conserve cash. Hence, The Board of Directors of the Company has decided not to recommend any Dividend for the Financial Year 2020-21.

3. TRANSFER TO RESERVE:

During the year under review, the Company has not made any profit and hence no amount is transferred to reserves for Financial Year 2020-21.

4. DIRECTORS:

a. Appointment and Change in Designation of Director

On the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company proposed the appointment of Mr. Vashdev B. Rupani as Chairman cum Non-Executive Director with the approval of Shareholders in 35^th Annual General Meeting and change the designation of Mr. Hitesh V. Kaswa from Independent director to the Executive Director and Ms. Sushila B. Rupani from Director to Non-Executive Director of the Company.

b. Retire by Rotation

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association Ms. Sushila B. Rupani (DIN: 02662096) and Mr. Ranjan Chona (holding DIN: 02652208) of the Company are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, have offered themselves for re-appointment.

c. Declaration of independence by the Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013, independent directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act.

During the year under review, pursuant to Section 134(3)(d) of the Act, declarations were received from all Independent Directors of the Company confirming that they fulfill the "criteria of independence" specified in Section 149(6) of the Act and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d. Key Managerial Personnel:

In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnel of the Company.

Sr. No.	Name	Designation
1	Mr. Lalit Lajpat Chouhan	Managing Director & CFO
2	Mr. Tauseef Ahmed	Company Secretary

e. Nomination and Remuneration Policy:

The Company has adopted a Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, Independence of a Director and other matters provided under Section 178 (3) of the Act. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

The said Policy lays down the guidelines to be followed in relation to:

A. Appointment of the directors and key managerial personnel of the Company;

B. Fixation of the remuneration of the directors, key managerial personnel and other employees of the Company: and

C. Evaluation of performance of directors, key managerial personnel and other employees of the Company.

The objective of this Policy is to inter-alia:

A. Attract, recruit and retain good and exceptional talent;

B. List down the criteria for determining the qualifications, positive attributes and Independence of the Directors of the Company;

C. Ensure that the remuneration of the Directors, key managerial personnel and other employees is performance driven, motivates them, recognizes their merits and achievements and promotes excellence in their performance;

D. Motivate such personnel to align their individual interests with the interests of the Company and further the interests of its stakeholders;

E. Ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board; and

F. Fulfill the Companys objectives and goals, including in relation to good corporate governance, transparency and sustained long-term value creation for its stakeholders.

The Nomination and Remuneration Policy of the Company can be viewed on website of the Company at https://www.agivavit.com .

f. Manner of Formal Evaluation of Board of Its Performance and that of Its Committees & Individual Director

During the year under review, performance evaluation of the Board as a whole and that of its Committees and Individual Directors have been carried out as per the provisions of the Act. All Independent Directors of the Company at their meeting held on 15^th January, 2021 have evaluated the performance of the Board as a whole, Committees of Board, the Chairman of the Company and the Non independent Directors as per the criteria adopted by the Nomination, Remuneration and Compensation Committee and the Board.

The performance evaluation of the Board was based on various parameters such as qualification of Board Members, their diversity of experience and background, whether the Members of the Board met all applicable independence requirements, sufficient number of Board meetings and Committee meetings etc. The performance of the individual Directors was evaluated on parameters such as qualifications, experience, independence, participation in Board Meetings and Committee Meetings, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performance review for the year ended 31^st March, 2021, as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available as a separate section which forms part of the Annual Report in "Annexure-i".

6. MEETINGS OF THE BOARD OF DIRECTORS & COMMITTEES OF THE BOARD

a. Board Meetings

Even though the company is exempted from Corporate Governance as per Regulation 15 of SEBI (LODR) Regulation, 2015, the Company is committed to maintain the highest standards of corporate governance. The Company has formed statutory committees as prescribed by the Companies Act, 2013.

Four Board meetings were held during the Financial Year 2020-21. The details of Board meetings are given below;

Sr. No.	Date	Directors Entitled to Attend BM	Directors Attended BM
1	31/07/2020	8	7
2	15/09/2020	8	8
3	11/11/2020	8	6
4	12/02/2021	8	6

b. Board Committee

Composition of Board Committees:

The Audit Committee of the Board of Directors of the Company comprises of the following members as on 31st March 2021:

I) Audit Committee	II) Nomination & Remuneration Committee	III) Stakeholders Relationship Committee
Kishin Mulchandani	Kishin Mulchandani	Kishin Mulchandani
Independent Director (Chairman of the Committee)	Independent Director (Chairman of the Committee)	Independent Director (Chairman of the Committee)
Champak Shah	Champak Shah	Champak Shah
Independent Director	Independent Director	Independent Director
Ranjan Chona	Ranjan Chona	Ms. Sushila B. Rupani
Executive Director	Executive Director	Non-Executive Director
Hitesh Kaswa	Hitesh Kaswa	Hitesh Kaswa
Independent Director	Independent Director	Independent Director

During the year the composition of the committees has been changed in lines with the Companies Act, 2013. Terms of Reference and other details of Board Committees:

I. Audit Committee:

The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process and inter alia performs the following functions: -

s Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; s Recommendation for appointment, remuneration and terms of appointment of auditors of the company and approval of payment to statutory auditors for any other services rendered by the statutory auditors; s Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval,

s Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

s Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process; s Approval or any subsequent modification of transactions of the company with related parties; s Scrutiny of inter-corporate loans and investments;

s Valuation of undertakings or assets of the company, wherever it is necessary; s Evaluation of internal financial controls and risk management systems;

s Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

s Reviewing the adequacy of internal audit function,

s Discussion with internal auditors of any significant findings and follow up there on;

s Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

s Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

s Review of the functioning of the Whistle Blower mechanism and all redressal mechanisms and forums required under the Companies Act 2013;

s Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. s Review the Management discussion and analysis of financial condition and results of operations;

s Review Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

s Review Management letters / letters of internal control weaknesses issued by the statutory auditors; s Review Internal audit reports relating to internal control weaknesses; and

s Review of the appointment, removal, performance, independence and terms of remuneration of the Chief internal Auditor

s Review of the regular internal reports to management prepared by the internal auditor as well as managements response there to;

s Review of the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

s Evaluating internal financial controls and risk management systems;

II. Nomination & Remuneration Committee:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as under:

s Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

s The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

III. Stakeholder Relationship Committee:

The stakeholders relationship committee has the mandate to review and redress shareholders grievances. The Committee expresses satisfaction with the Companys performance in dealing with the investor grievances and its share transfer system.

7. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) That the Directors have selected such accounting policies and applied them consistently. There is a change in accounting estimate of useful life of transport vehicles based on technical assessment and the Directors 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 profit/ loss of the Company for that period;

(c) That 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) That the Directors have prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) That 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.

8. STATUTORY AUDITORS

The members of the Company at the Annual General Meeting were held on 16^th December, 2020, approved the appointment of M/s. S. DEDHIA & Co., Chartered Accountants, ICAI Firm Registration # 117695W, as the Statutory Auditors of the Company to hold the office from the conclusion of the 34^th Annual General Meeting (AGM) until the conclusion of 39^th AGM of the Company to be held in the year 2025.

9. AUDIT REPORT

The Auditors Report, on the Standalone and Consolidated Financial Statements for the Financial Year 2020-21 forms part of this Annual Report and does not contain any qualifications, reservations, or adverse remarks or disclaimer.

10. SECRETARIAL AUDIT REPORT

In accordance to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S.S. Rauthan & Associates, Practicing Company Secretaries, Membership # FCS 4807 & CP # 3233, to conduct Secretarial Audit for the Financial Year 2020-21.

The Report of the Secretarial Auditor is annexed hereto as Annexure II. The said Report does not contain any qualification, reservation or adverse remark except one reservation as follows;

During the year under review, BSE limited had issued notice to the Company for non-compliance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to late submission of Audited Financial Results for the year ended 31/03/2021 and subsequently stock exchanges have levied fine on the Company of Rs.30,000/- (exclusive of taxes) and same has been placed in next meeting of the Board of Directors of the Company.

On which Company clarified to the Secretarial Auditor that:

The Company has filed Audited Financial Results for the year ended 31/03/2021 on 5^th July, 2021 i.e. 5 days after due date 30^th June 2021 due to CoVID-19 Pandemic and resignation of Auditor in Subsidiary Company.

11. REPORTING OF FRAUDS

During the year under review, Management has pointed out to the Statutory Auditors that there is a Cash embezzlement by one of its Employees by way of posting wrong entries in Accounts, necessary steps have been taken and corrective and written submissive statements are recorded to safeguard companys interest.

12. ACCOUNTING TREATMENT

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India and prescribed by the Central Government.

13. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR ADEQUACY

Our Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations, which also ensures that all assets are safeguarded and transactions are authorized, recorded and reported correctly. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

14. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. In the Boards view, there are no material risks, which may threaten the existence of the Company.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON RELATED PARTY TRANSACTIONS:

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 and Accounting Standard AS-18 furnished in Form AOC-2 is attached herewith as Annexure V and forms part of this Report. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also in compliance with Accounting Standards on "Related Party Disclosure". This Policy was considered and approved by the Board.

Following is the Disclosure as required under Para A. Schedule V of SEBI (LODR) Regulation, 2015:

Sr. In the Accounts of No.	Disclosures of amounts at the year end and the maximum amounts of loans/advances/investment outstanding during the year.
1 Subsidiary Company	Particulars	Amount (in Lakhs)
RST Technologies Pvt. Ltd.	Purchase & Service Charges	14.26
	Sales & AMC Services	8.86

Sr. In the Accounts of No.	Disclosures of amounts at the year end and the maximum amounts of loans/advances/investment outstanding during the year.
1 Associate Company	Particulars	Amount (in Lakhs)
Datapoint Impex Pvt. Ltd.	Purchase & Service Charges	255.09
	Sales & AMC Services	2.66

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

The Policy has been uploaded on the website of the Company http://www.agivavit.com .

17. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES BY THE COMPANY:

The Company has not made any Investment, given guarantee and securities during the year under review. Therefore no need to comply provisions of section 186 of Companies Act, 2013.

18. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is attached herewith as Annexure IV and forms part of this Report.

The Annual Return for the Financial Year 2020-21 has been placed on the Companys website http://www.agivavit.com under the "Investors" Tab.

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Consolidated Financial Statements of the Company include the Financial Statements of RST Technologies Pvt. Ltd., the wholly owned subsidiary of the Company for the Financial Year 2020-21. The Financial Statements of RST Technologies Pvt. Ltd. are also placed on the website of the Company. Any Member desirous of obtaining a copy of the said Financial Statements may send an E-mail to the Company Secretary at investor@agivavit.com for the same.

During the year under review, companies listed below are Companys subsidiaries, joint venture and / or associate companies;

NAME OF THE SUBSIDIARY	REMARKS
RST TECHNOLOGIES PVT. LTD.	100% SUBSIDIARY
DATAPOINT IMPEX PVT. LTD.	ASSOCIATES

The Report on the performance and financial position of RST Technologies Pvt. Ltd. And Datapoint Impex Pvt. Ltd. in Form AOC-1 pursuant to first proviso to Sub-section (3) of Section 129 of the Act and Rule 5 of 9Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure V.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively have been duly followed by the Company.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of this Report.

In view of recent surge in Covid-19 cases few states re-enforced lockdown like restrictions for a short period which currently is not expected to have any significant impact on companys operations/ results. The company continues to remain vigilant and cautious in this regard.

22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(3) (m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However, the Company has been continuously and extensively using technology in its operations.

There has been no foreign exchange earnings and foreign exchange outgo during the year under review.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company is committed to provide a work environment, which is free from discrimination and unlawful harassment at workplace. An appropriate complaint mechanism in the form of Internal Complaints Committee has been created in the Company for time- bound Redressal of the complaint made by the victim.

The members of the Committee provide for the following measures for safety of the women employees at workplace:

a. To formulate the Anti-Sexual Harassment Policy in order to ensure the prevention of sexual harassment and safety of women employees at work place;

b. To conduct the meeting in case of any complaint received in writing from any women employees, to settle the grievances and to ensure the proper compensation in case of any misconduct, harassment with the women employees;

c. Provide a safe working environment at the workplace;

d. Organize workshops and awareness programme at regular intervals. There was no compliant received by the Company during the year under the aforesaid Act.

25. GENERAL

Our Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Change in nature of Companys business.

c) Details of significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

26. ACKNOWLEDGMENT

Our Directors would like to place on record their deep sense of gratitude to Bankers, Government Authorities and Shareholders. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.