Naisargik Agritech (India) Ltd Directors Report.

To,

The Members,

Naisargik Agritech (India) Limited, Ahmedabad

The Board of Directors hereby submits the report of business and operation of your Company Naisargik Agritech (India) Limited, along with audited financial statement for year ended March 31, 2020.

RESULT OF OUR OPERATION:

Particulars Current Year Previous Year
31.03.2020 31.03.2019
Revenue from Operations -- 72,00,000
Other Income -- --
Total Revenue -- 72,00,000
Total Expenditure 3,20,000 1,65,73,561
( including Change in Inventories)
Profit Before Tax (3,20,000) (93,73,561)
Less: Tax expense/ Deferred tax liability -- --
Profit after Tax (3,20,000) (93,73,561)
Earnings Per Share (0.05) (2.17)

OPERATIONAL OVERVIEW:

For the year ended 31st March, 2020, your Company has reported total revenue and net profit after taxation of Nil and (3,20,000) respectively as compared to last year s total revenue and net profit of Rs. 72,00,000/- and Rs. (93,73,561/-) respectively.

DIVIDEND:

Board of Directors of the Company has not recommended any Dividend.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves.

DEPOSITS:

The Company has not accepted any deposits during the year under review.

SUBSIDIARY COMPANY:

As on March 31, 2020 your Company has no Subsidiary.

FUTURE BUSINESS PROSPECTS:

The business activity is largely influenced by several external factors including the international financial markets. It is therefore a note of caution to jump into the financial commitments.

SHARE CAPITAL:

During the year 2019-20 Authorised Capital of the was 8,00,00,000 including 80,00,000 Equity shares. And Paid up Share Capital of the Company is Rs. 6,10,20,700 including 61,02,070 Equity Shares.

During the year there was no any increase or decrease in the Authorised and Paid up Share Capital of the Company.

BOARD OF DIRECTOR& KEY MANAGERIAL PERSONNEL:

Mr. Vipul Patel (DIN 06956010) will be retiring by the rotation be and is hereby re-appointed as a director of the company at ensuing annual general meeting of the members of the company.

During the year under review, there are no any changes in the Directors.

DECLARATION BY INDEPENDENT DIRECTORS:

The Bank has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), that they meet the criteria of independence laid down in the Companies Act, 2013 and Listing Regulations.

CHANGES IN REGISTERED OFFICE ADDRESS:

The Company has not change its registered office during the year and the address of the registered office of the Company is Office 723, Gunj Bazar, Hathibhais Vadi, Delhi Gate, Madhupura, Shahibaug, Ahmedabad Gujarat - 380004

NUMBER OF MEETINGS OF THE BOARD:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the Financial Year under reviewed, the Board of Directors of the Company met for 5 times.

Date of the Board Meetings held during the Year is as on 27/05/2019, 14/08/2019, 03/09/2019, 13/11/2019 and 10/02/2020

DIRECTOR S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2020, the applicable accounting standards have been followed and that there were no material departures;

ii) That the Directors 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 the affairs of the company at the end of the financial year and of the profit of the company for the year under review; i

ii) That the Directors 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 a fraud and other irregularity;

iv) That the Directors have prepared the annual accounts for the year ended 31st March 2020 on a going concern basis ;

v) That 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;

REMUNERATION POLICY:

The company has adopted a remuneration policy of directors and senior management personnel, detailing inter alia the procedure for director appointment and remuneration including the criteria for determining qualification.

The policy ensures that:

(a) the level and composition of remuneration is reasonable and sufficient to attract , retain, and motivate the directors of the quality require to run the Company successfully ;

(b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors and key managerial personnel and senior management involves a balance fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal. The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board.

BOARD EVALUATION:

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination and Remuneration Committee.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company etc. 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. The Directors expressed their satisfaction with the evaluation process.

CHANGE IN THE NATURE OF BUSINESS:

During the financial 2019-20, the Company has not made any Changes in the Nature of its Business.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the Companies Act, 2013 is not applicable.

CORPORATE GOVERNANCE:

As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance is not applicable to the Company.

RELATED PARTY DISCLOSURES:

During the year there was no 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company also ensures that internal controls are operating effectively.

VIGIL MECHANISM:

The Company has put in place a Whistle Blower Policy in compliance with the provisions, the Companies Act, 2013, other applicable laws and in accordance with principles of good corporate governance.

LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES:

During the Financial year 2019-20 your Company has not received any Loans.

Whereas, During the Financial Year your company not invested in any types of Shares and Securities. And also not gives any loans and advances.

MATERIAL CHANGES AND COMMITMENTS:

There were no any material changes and commitments in the Company during the F.Y. 2019-20.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Bank s operation in future.

PARTICULARS OF EMPLOYEES:

No Employee of the Company draws remuneration in excess of limit prescribed under Section 197 read with Rule, 5 of The Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

The Company is Listed on Bombay Stock Exchange (BSE) since 1996. During the year company is not get listed on any other stock exchange.

AUDITOR AND AUDITORS REPORT:

Statutory Auditor

With pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re- enactment thereof for the time being in force), Vishvesh A. Shah & Co., Chartered Accountants, Ahmedabad, have confirmed that they are eligible for having their appointment as Statutory Auditors ratified at this Annual General Meeting (AGM). Accordingly, approval of shareholders is being sought at this AGM for ratification of their appointment.

The observations of the Auditors are self explanatory and do not call for further clarifications. The Auditors Report does not contain any qualification, reservation or adverse remark.

REPORT ON ENERGY CONSERVATION, FOREGN EXCHANGE EARNING AND OUTGO RESEARCH AND DEVELOPMENT:

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the company in accordance with the provision of section 134 of the companies act, 2013 read with companies (accounts) Rules, 2014 are given herein below.

a) Conservation of energy:

Your company is conscious to conserve the energy and for the purpose adequate measures are taken.

b) Technology absorption:

Your company continues to use adequate technological application in the operation of the company.

c) Foreign exchange earnings and Outgo:

i. Foreign Exchange Earnings: NIL ii. Foreign Exchange Outgo: NIL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under SEBI (LODR) Regulations 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed as Annexure I and forms an integral part of the Directors Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 is annexed herewith as Annexure II .

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134[3] of the Act read with Rule 8[3] of The Companies [Accounts] Rules, 2014 to the extent the transactions took place on those items during the year. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.

The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support.

Date: 07.09.2020 By the Order of the Board of Directors
Place: Ahmedabad Naisargik Agritech (India) Limited
Sd/-
Vipul Patel
Director
DIN: 06956010