Ozone World Ltd Directors Report.

To

The Members

Ozone World Limited

Ahmedabad

Your Directors have pleasure in submitting herewith the 30th Annual Report of the Company with the audited statements of accounts for the year ended 31st March, 2019.

1. Financial Summary or Highlights

(Amount in Rupees)

Particulars 2018 – 2019 2017 – 2018
Total Income 1,31,12,864 55,25,782
Less : Expenses 85,95,326 17,26,084
Net Profit before Finance Cost, Depreciation & Tax 45,17,538 37,99,698
Less: Finance Costs 235 0
Depreciation & Amortization Expenses 0 181
Net Profit before Tax 45,17,303 37,99,517
Less: Tax Expenses 10,16,514 22,83,716
Profit available for Appropriation 35,00,789 15,15,801

2. Operation / State of the Companys Affairs

The Company is engaged in the business of trading of commodities / goods and in real estate business. The Company at appropriate time would decide to directly engage in the business of real estate and infrastructure.

The revenue from operations of the Company was Rs. 1,22,05,963/- compared to Rs. 55,15,142/- of previous financial year. The net profit after tax was Rs. 35,00,789/- during the financial year 2018-2019 compared to profit of Rs. 15,15,801/- of previous financial year.

3. Change in the nature of business, If Any

There is no change in the nature of business of the Company during the financial year ended on 31st March, 2019.

4. Transfer to Reserves & Dividend

The Board of Directors do not propose to carry any amount to any reserves. Further in view of inadequate profit, your Directors do not recommend any dividend for the year ended on 31st March, 2019.

5. Material changes and commitments after the end of Financial Year

Between the end of the financial year of the Company as on 31st March 2019 and the date of the Boards report, there are no material changes and commitments, which have any effect on the financial position of the Company.

6. Extract of the Annual Return

The extract of the Annual Return in Form No. MGT-9 as prescribed under section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as "Annexure – A" and the same is also available on the website of the Company at www.ozoneworld.in

7. Listing on Stock Exchanges

The equity shares of the Company are listed on BSE Limited. The SEBI vide order dated 2nd April, 2018 allowed the exit of Ahmedabad Stock Exchange Limited as a stock exchange and consequently, the Company ceased to be listed on Ahmedabad Stock Exchange Limited.

8. Number of Meetings of the Board

During the financial year, 5 (five) meetings of the Board of Directors of the Company were held on 29th May 2018, 2nd July 2018, 13th August 2018, 5th November 2018 and 12th February 2019. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Number of Meetings attended by each Director during financial year 2018-2019:

Name of Director No. of Meeting held during the year No. of Meetings attended
Mr. Jayeshkumar Patel 5 5
Mrs. Rinaben Deepak Patel 5 5
Mr. Dilipkumar Patel 5 5
Mr. Suresh Patel 5 5

9. Committees

Pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")(to the extent applicable), the Company has constituted the following Committees:

(A) Audit Committee

The terms of reference in the nature of role, power and review of information by the Audit Committee are in compliance with the provisions of Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013.

The Audit Committee comprises of three members i.e. Mr. Dilipkumar Patel, Independent & Non-Executive Director is the Chairman and Mr. Suresh Patel, Independent & Non-Executive Director and Mr. Jayeshkumar Patel, Managing Director are members of the Audit Committee.

During the financial year 2018-2019, four meetings of the Audit Committee were held on 29th May 2018, 13th August 2018, 5th November 2018 and 12th February 2019. All the members of the Audit Committee were present in all the four meetings.

(B) Stakeholders Relationship Committee

The Stakeholders Relationship Committee is in compliance with Regulation 20 of the Listing Regulations and Section 178 of the Companies Act, 2013.

The Stakeholders Relationship Committee comprises of three members i.e. Mr. Suresh Patel, Independent & Non-Executive Director is the Chairman and Mr. Dilipkumar Patel, Independent & Non-Executive Director and Mr. Jayeshkumar Patel, Managing Director are members of the Stakeholders Relationship Committee. The Committee looks into the redressal of investors complaints like delay in transfer of shares, non-receipt of annual reports etc.

During the financial year 2018-2019, the Company has not received any complaints from the shareholders.

During the financial year 2018-2019, four meetings of the Stakeholders Relationship Committee were held on 29th May 2018, 13th August 2018, 5th November 2018 and 12th February 2019. All the members of the Stakeholders Relationship Committee were present in all the four meetings.

(C) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is in compliance with Regulation 19 of the Listing Regulations and Section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee comprises of three members i.e. Mr. Dilipkumar Patel, Independent & Non-Executive Director is the Chairman and Mr. Suresh Patel, Independent & Non-Executive Director and Mrs. Rinaben Deepak Patel, Non-Executive Director are members of the Nomination and Remuneration Committee.

During the financial year 2018-2019, one meeting of the Nomination and Remuneration Committee was held on 5th November, 2018. All the members of the Nomination and Remuneration Committee were present in the said meeting.

10. Directors Responsibility Statement

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that –

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

(b) 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 and of the profit of the Company for that period;

(c) 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 fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

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

(f) 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.

11. Auditors & Auditors Report

M/s Ashok Thakkar & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 112754W) was appointed as Auditors at the 28th Annual General Meeting for a term of five years from the conclusion of the 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting. As per the notification of the Ministry of Corporate Affairs ("MCA") dated 7th May, 2018, Section 139 of the Companies Act, 2013 was amended by the Companies (Amendment) Act, 2017 and as per the amendment of Companies (Audit and Auditors) Second Amendment Rules, 2018, the requirement of annual ratification of appointment of the Statutory Auditors has been omitted. Accordingly, the resolution pertaining to ratification of the appointment of M/s. Ashok Thakkar & Co., Chartered Accountants, Ahmedabad is not required to be placed before the members at the 30th Annual General Meeting.

There are no qualifications or reservation or adverse remark or disclaimer in the Auditors Report for the year 2018-2019 and hence does not require any further clarification / comments.

12. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

Particulars of investments made and loans given covered under the section 186 of the Companies Act, 2013, has been provided in Note No. 1.05 of the notes to the financial statement which form part of this Annual Report. The company has not given any guarantee during the financial year.

13. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013

The Company has pursuant to the approval of Audit Committee, the Board of Directors and shareholders of the Company, entered into related party transactions. The said transactions entered by the company with Related Parties were, at arms length basis.

The detail of contracts or arrangements with related parties for the financial year ended on 31st March, 2019 is given in Note No. 5 of the financial statements of the Company.

14. Directors and Key Managerial Personnel

i. Appointment & Cessation of Director

During the financial year, none of the Directors were appointed or ceased to be the Director of the Company.

ii. Retirement by Rotation

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Rinaben Deepak Patel (DIN 00074140), will retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment. The Board recommends her reappointment.

iii. Key Managerial Personnel

As on 31st March 2019, Mr. Jayeshkumar Patel (DIN 00907323), Managing Director, Mr. Nilesh R. Joshi, Chief Financial Officer and Ms. Deepnaben Vaghela, Company Secretary & Compliance Officer of the Company are Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013.

iv. Profile of Directors seeking appointment / re-appointment

As required under the provision of listing regulations and secretarial standard-2, the profile of directors seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 30th Annual General Meeting.

v. Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The meeting of the Independent Directors as per Schedule IV of the Companies Act, 2013 was held on 5th November 2018. Both the independent directors were present at the said meeting.

vi. Annual Evaluation of Boards Performance

In terms of the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board of Directors has carried out the annual performance evaluation of itself, the Directors individually as well as the evaluation of its committees.

The Board has evaluated the composition of the Board, its committees, experience and expertise, performance of duties and obligations, governance issues etc. Performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc. The Directors expressed their satisfaction with the evaluation process.

vii. Nomination and Remuneration Policy

The Board of Directors of the Company has, on recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors and Key Managerial Personnel and their remuneration. The terms of reference and other matters related to Nomination and Remuneration Policy are as per the provisions of Section 178 of the Companies Act, 2013.

15. Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashwin J. Patel & Associates, Practicing Company Secretary to undertake the secretarial audit for the financial year ended on 31st March, 2019. The Secretarial Audit Report is attached herewith as "Annexure – B".

With regard to the vacancy of company secretary during the period from 15th September 2017 to 1st July 2019, the Company has appointed the Company Secretary with effect from 2nd July, 2018. Other than this, there are no qualifications or reservation or adverse remark or disclaimer in the Secretarial Auditors Report for the year 2018-2019 and hence does not require any further clarification / comments.

16. Fixed Deposit

During the financial year 2018-19, the Company has not accepted any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

In view of the nature of the business activities of the Company related to trading of commodities and real estate, the information required under the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorptions is not applicable. There was no foreign exchange earning and outgo during the financial year.

18. Risk Management

The Board of Directors of the Company has adopted a Risk Management Policy to identify the key risk and develop action plans to mitigate those risks, to assess the risks on periodical basis including effective control and management reporting system etc.

In the opinion of the Board, as on date, there are no elements of risk, which may threaten the existence of the Company.

19. Whistle Blower Policy / Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly the Board of Directors has formulated Whistle Blower Policy/Vigil Mechanism policy in compliance with the provision of Section 177(10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

20. Significant and Material Orders passed by Regulators

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future.

21. Adequacy of Internal Financial Controls

The Company has put in place adequate internal financial controls with reference to the financial statements. During the financial year, such internal financial controls were operating effectively and it is commensurate with the size of the Company and the nature of business of the Company.

22. Particulars of Employees

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees are given in "Annexure- C".

23. Corporate Governance

Pursuant to Regulation 15 of the Listing Regulations, the compliance with the corporate governance provisions is not applicable to companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year.

As the paid up share capital and net worth of the Company is below the threshold limit as mentioned above, the Report on Corporate Governance as on 31st March, 2019 is not applicable to the Company.

24. Management Discussion And Analysis Report

Pursuant to the Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report.

25. Reclassification of Promoters

In view of the certain prescribed conditions for reclassification as intimated by BSE Limited, the proposal for reclassification received from some of the existing promotes Mr. Jayeshkumar Kantilal Patel, Mr. Pranay Kantilal Patel and Mr. Deepak Manilal Patel pursuant to Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for re-classification of their shareholding from ‘Promoter & Promoter Group category to ‘Public category as approved in the Board Meeting dated 5th March, 2018 and the approval of Extraordinary General Meeting held on 30th March, 2018 could not be implemented and they continue to be classified in the Promoter & Promoter Group category.

26. Other Disclosures

(a) The provisions related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

(b) The Company does not have any subsidiary, joint venture or associate company during the financial year and no company have become or ceased to be subsidiary, joint venture or associate company during the financial year.

(c) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

(d) The Company has not issued sweat equity shares to its directors or employees.

(e) The Company does not have any Employees Stock Option Scheme for its Employees/Directors.

(f) The Auditors has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.

(g) Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

(h) The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year, the Company has not received any complaints under the said Act.

27. Acknowledgement

The Board wishes to express its deep appreciation to all the staff members, banks, shareholders, suppliers, customers, auditors and government authorities for their support and co-operation.

For and On Behalf of Board of Directors
Place : Ahmedabad Jayeshkumar Patel
Date : 13th August, 2019 Chairman & Managing Director
(DIN 00907323)