Modi Naturals Ltd Directors Report.

To the Members,

The Directors present their Forty-Fifth Annual report and Audited Financial Statements for the year ended 31 March 2019.

1. FINANCIAL RESULTS

The financial results of the Company are elaborated in the Management Discussion and Analysis Report.

The highlights of the Financial Results are as under:

(Rs. In )
Particulars 2018-19 2017-18
Total Revenue 29627.20 27862.62
Total Expenses 29377.46 27850.61
Profit before interest depreciation and tax 552.96 429.17
Profit before exceptional Item and tax 249.74 12.02
Profit / (Loss) before tax 249.74 12.02
Tax expense
-Current Tax 57.93 4.45
-Deferred Tax 102.42 836
Profit / (Loss) after tax 101.63 5.80
EPS (face value of Rs JO/- each)
-Basic 0.83 0.05
-Diluted 0.83 0.05

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTIOOK

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered In the Management Discussion and Analysis Report.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

Your Company is engaged in the business of edible oils processing and fast moving consumer goods. There was no change in the nature of business of your company during the year.

4. DIVIDEND

No dividend Is proposed for the financial year ended March 31,2019.

5. TRANSFER TO RESERVES

No amount Is proposed to be transferred to reserves.

6. SHARE CAPITAL

During the year under review, on 18th July, 2018, the company has allotted fully paid-up 1538463 equity shares upon conversion of warrants on preferential basis. The Company has also obtained the Listing approval on August 13, 2018 and Trading Notice on August 27, 2018 from the BSE in respect of the aforesaid shares. However, the said Equity shares, subject to the terms and conditions stipulated at the time of their issue, are under a Lock-in for trading up to September 01, 2019. The paid-up equity share capital as on March 31, 2019 stood at Rs. 126,56,3970 comprising of 12656397 equity shares of face value of Rs. 10/- each.

There was no public issue, rights issue, bonus issue. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options. As on March 31, 2019, none of the Directors of the Company holds any instruments convertible into equity shares of the Company.

7. DEPOSITS FROM PUBLIC

During the year, your Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2019 and there is no outstanding amount of deposits at the end of the financial year.

8. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of section 92 of the Compamo Act. 2013. In the prescribed form MGT-9 is annexed to this Report. In compliance with section 134(3)<a) of the Act Form MOT 9 is uploaded on Companies website and can be accessed at Iwww.modnaturatscom)

9. NUMBER OF BOARD MEETINGS AND ITS COMMITTEES

Six (6) meetings of the Board of Directors of the Company were conducted during the year. The details of board and Its committees meetings are provided under the Corporate Governance Repon which forms part of the Annual Report.

10. PARTICULARS Of LOANS, GUARANTEES OR MVE5TMENT5

Information regarding loans. Guarantees and Investments covered under Section 188 of the Companies Act 2013 are detailed in the Financial Statements

11. RELATED PARTY TRANSACTIONS

AH contracts/ arrangements/ transactions entered by the Company during the financial yew with related parties were on arms length basis in the ordinary course of the business and are in compgance with the appgcable provisions of the Compancs Act, 2013 and SE3I (Listing Obligations and Disclosure Requirements) Regulations, 2015. All related party transactions were placed before the Audrt Committee and also for the Board approval, wherever required.

There were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. There are no transactions that are required to be reported In Form AOC-2 hence said form does not form part of this report. However, the details of related party transactions are provided in Note no. 35 to the Financial Statements in accordance with the Accounting Standards.

The Policy on RPTs as approved by the Board is uploaded on the Companys website www modinaturals.com

12. AUDITORS AND AUDITORS REPORT

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 29lB September 2017 appointed M/s Kashyap & Co., Chartered Accountants (Firm Registration No. 011355C) as statutory auditors of the Company from the conclusion of 43,d Annual General Meeting till the conclusion of 48" Annual General Meeting, covering one term of five consccutlve years, subject to ratification by the members at each Intervening Annual General Meeting.

In view of the amendment to the said section 139 through the Companies (Amendment] Act, 2017 notified on 7 May 20IS, ratification of auditors appointment it no longer required. Hence no resolution for ratification of appointment of Auditors is proposed for the Financial Year 2019-20.

The statutory audit report for the year 2018-19 is annexed hereto and forms part of the Annual Repon. There are no qualifications made by the Auditors in their Report which requires any explanation from the Board of Directors of the Company. The Notes to Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company re-appointed M/s Deepak Bansal & Associates, Company Secretaries ( FCS 3736: CP 7433) to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2019. The Secretarial Audit Report issued by him In the prescribed form MR-3 is annexed to this Report

The said secretarial audit report does not contain any qualification, reservation or adverse remarks or disclaimer made by the Secretarial Auditor and it Is self-explanatory. Thus there is no need to give any further explanation or comment by the Board.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board at its meeting held on 30.0S.2019, on the Audit Committees recommendation, approved the appointment of M/s. Manisha & Associates. Cost Auditors (Firm Registration Number-000321) to audit the cost accounts of the Company for the financial year ending March 31, 2020 at a remuneration of Rs. 60,000/- plus applicable taxes and out of pocket expenses. Resolution seeking Members ratification for the remuneration payable to M/s. Manisha & Associates, Cost Auditors for the financial year 2019-20 is included at Item No.6 of the Notice convening the Annual General Meeting.

The company is maintaining the Cost Records and is in the process to file the Cost Audit Report for the financial year 2018-19 to the Central Government within the stipulated time. (Le. within 180 days from the end of reporting year)

13. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

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

The Particulars with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are given below:

A. Conservation of energy:

i) Steps taken or impact on conservation of energy:

ii) The steps taken by the company for utilizing alternate sources of energy

Your Company has taken adequate measures to ensure optimum use of all equipments so as to conserve energy, ii!) Capital Investment on energy conservation equipments: Nil

B. Technology absorption, adaption and innovation:

The company strives continuously to upgrade its technology adopted in all its operations.

C Foreign exchange earnings and outgo

a) Earnings - Rs 37,07,171/-

b) Outgo- Rs. 10,31,909/15. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary/Joint Venture/Associate Company.

16. RISK MANAGEMENT

The Risk Management Policy of the company enables the company to proactively take care of the internal and external risks of the company and ensures smooth business operations. The companys risk management policy ensures that all its material and compliance risk exposures are property covered, and the companys business growth and financial stability is assured. Necessary information is provided under Management Discussion and Analysis Report which forms part of the Annual Report,

17. DIRECTORS AND KEY MANAGERIAL PERSONNa (KMP)

During the year under review there was no change in Directors and Key Managerial Personnel of your company.

The Board recommends the re-designation and/or re-appointment of Mr. Anil Modi as Chairman cum Managing Director, Mr. Akshay Modi as Joint Managing Director and Mrs. Aditi Gupta as Whole Time Director of the Company, liable to retire by rotation, in terms of Sections 196, 197, 203 read with Schedule V of the Companies Act, 2013 (the Act"), and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 In case of appointment /reappointment of the directors Is provided in the Notice of the ensuing annual general meeting.

Detailed Information on the directors Is provided In the Corporate Governance Report

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr. Anil Modi, Chairman & Managing Director, Mr. Akshay Modi, Joint Managing Director, and Mr. Pradeep Kapoor, Chief Financial Officer and Mr. Ankit Agarwal, Company Secretary are the Key Managerial Personnel of the Company.

18. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future. However, Members attention Is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

19. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has adequate Internal Financial Controls consistent with the nature of business and sfce of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Internal Auditor, the Audit Committee as well as the Board of Directors conduct from time to time an evaluation of the adequacy and effectiveness of the system of internal controls forfinandal reporting with respect to financial statements.

Details of internal financial controls and its adequacy are included in the Management Discussion and Analysis Report, which forms part of the Annual Report.

20. FRAUD

Neither the Statutory Auditors nor the Secretarial Auditors have brought to the notice of the Audit Committee or the Board of Oirectors or the Central Government the occurrence or brewing of any fraud in the Company.

21. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing In the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while In possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board Is responsible for Implementation of the Code.

22. DISCLOSURE Of RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC

Delate as required under Section 197(12) of the Act read wfth Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Repon.

The details of remuneration paid to the directors including executive directors of the Company are given In Form MGT-9 forming pan of this Report.

23. PARTICULARS OF EMPLOYEES

There was no employee during the year drawing remuneration Exceeding the Dumb as prescribed under Rule 5(2) of the (Appointment and RemiMteration of Managerial Personnel) Rules, 2014. Hence, the information under Rule 5(2) & 5(3) Is not appfc-jhi*

24 CODE OF COW DUO

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and Senior Management Personnel in the come of day to day business operations of the Company. The Code has been posted on the Companys website (www.mognatlXaH-COm)

The Charman & Managing Directors declaration regart&ng compliance wttii "Modi Naturafc Code of Conduct for Board Members and Senior Management it attached to the Corporate Governance Report

25. CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2018-19. A declaration to this effect signed by the Managing Director (CEO) of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17 (8) of the SEBI listing Regulations, 2015.

The Certificate from the Company Secretaries in Practice of the Company regarding compliance of conditions of corporate governance is annexed to this Report. Additionally, as required under Part C of Schedule V of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Certificate from a Company Secretary In practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board / Ministry of Corporate Affairs or any such statutory authority Is annexed to this Report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The provisions of the Companies Act, 2013 relating to Corporate Social Responsibility arc not applicable on the Company.

27. ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES, CHAIRPERSON & INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Ad, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has through mutual discussions carried out an annual evaluation of Its own performance, the directors Individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee ("NRC) evaluated the performance of the Individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and Inputs in meetings, etc

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was reviewed, taking into account the views of executive directors and non-executive directors of the company.

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the meet the criteria of independence laid down in Section 149(6) of the Act and regulation 25 of the Listing Regulations.

28. REMUNERATION POLICY

Information regardar^ Directors Remuneration Policy and enters for determining qualifications, positive attributes. Independence of a director and other matters provided under sub-section (3) of section 178 are provided In the Corporate Governance Report. The Remuneration Policy Is placed on the Companys website at www.modinaturate.com

29. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

Your Company has estabfahed a whistle blower poicy/vigi mechanism for the Directors, employees of the company, to report genuine concerns. caBng the attention of the Audit Committee to some wrongdoing ocamng within an organization. Your Company has also provided adequate safeguards against vKtmoation of whistleblowers who express their concents against such nwongdoings occurring in the organization The Company has atso provided direct access to the chairman of the Audtt Committee. In exceptional circumstance.

During the year, there were no instances of unethical behaviour, fraud or violation of the companys code of conduct or ethics policy and no personnel have been denied access to the audit committee. The details of establishment of such mechanism are disclosed on

30 DISCLOSURE UNDER SEXUAL HARASSMENT Of WOMEN AT WORKPLACE, (PREVENTION, PROHIBITION A REDRES&AL) ACT, 2013

Pursuant to the legislation "The Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013. the Company has a Policy on Prevention of Sexual Harassment at Workplace and also has Internal Complaints Committee. During the year under review, no compliant was received from any employee under the said Policy.

31 SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

32. DIRECTORS RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, state that:

I. In the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed with proper explanation relating to material departures;

II. 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 ended on 31n March, 2019, and of the profit of the Company for the year ended on that date;

III. 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;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the Company and such Internal financial controls are adequate and operating effectively:

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

33. ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all its Shareholders, valued customers, banks, Government and Statutory Authorities, Investors and the Stock Exchange for their continued support to the Company. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Companys employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued Shareholders and the Promoters of the Company.

On behalf of the Board of Directors
Sd/-
Anil Modi
Chairman and Managing Director
New Delhi, 13 August, 2019 DIN No.:00187078