Riddhi Siddhi Gluco Biols Ltd Directors Report.

To

The Members,

RIDDHI SIDDHI GLUCO BIOLS LIMITED

Your Directors are pleased to present the 29th Annual Report and the Audited Accounts of the Company for the Financial Year ended on 31st March, 2020.

FINANCIAL RESULTS:

PARTICULARS Year Ended 31.03.2020 Year Ended 31.03.2019
Revenue from operations and Income other 16962.43 23367.71
Profit before Interest, Depreciation and Tax 9626.92 7867.54
Finance Cost 1063.30 1757.73
Depreciation 1152.98 1135.89
Profit /(Loss) before Tax and Exceptional items 7410.64 4973.92
Exceptional Items - -
Net Tax Expense (benefit) 499.41 521.21
Net Profit 6911.23 4452.71

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the financial year 2019-20, the revenue from operation and other income of the Company has decreased from Rs. 233367.71 lakhs to Rs. 16962.43 lakhs. Though, there is a decrease in total revenue of the Company, the net profit of the Company has increased from Rs. 4452.71 lakhs to Rs. 6911.23 lakhs. The Board is hopeful to get even better result in the next year.

COVID-19:

The Company is engaged in business of Commodity trading, generation of electricity from windmill and investment activities. There is no major impact on the business of the Company due to COVID-19 pandemic. The Company is closely monitoring the situation and will take requisite steps in accordance with the directions issued by Central and State Governments including local authorities, from time to time. In this regard, the Company has put in place requisite safety measures for the staff at office as per the guidelines issued by the said authorities.

DIVIDEND:

Looking to the future opportunities, your Directors has not recommended a dividend on paid up equity share capital of the Company for the financial year ended on 31st March, 2020 and have decided to plough back the profit in the business of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")is disclosed in the Corporate Governance Report and is uploaded on the Companys website www.riddhisiddhi.co.in .

TRANSFER TO RESERVE:

During the year under review, the Board does not propose to carry any amount to reserves out of profit.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

DEPOSIT:

During the period under review, Company has not accepted or renewed any deposits from the public.

SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March, 2020 stood at Rs. 7,12,97,860/-. During the year under review, Company has not issued shares or convertible securities or shares with differential voting rights and has also not granted any stock options or sweat equity or warrants.

FORFEITURE OF SHARES:

During the year under review, Company has forfeited 6600 partly paid up equity shares on 12.02.2020.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Siddharth G. Chowdhary (DIN: 01798350), Whole Time Director of the Company will retire by rotation at the ensuing 29th Annual General Meeting and being eligible offers himself for reappointment.

After the closure of financial year Mr. Mahendra Kumar Bhandari (DIN: 03035629) was appointed as an Additional Director w.e.f. 29.08.2020 and his terms of office expires at this Annual General Meeting. He being eligible, offer himself for reappointment. As per section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and upon receipt of recommendation of Nomination and Remuneration Committee and notice in writing under Section from a member of the Company in terms of Section 160(1) of the candidate for the office of Director, he is being now proposed to be appointed as an Independent Director to hold office as per his tenure of appointment mentioned in the Notice of Annual General Meeting of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) 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 the aforesaid section.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES:

During the year, four Board Meetings were convened. The dates on which the Board Meetings were held are 30.05.2019, 12.08.2019, 14.11.2019 and 12.02.2020.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

i) that in the preparation of the annual statements, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that accounting policies had been selected and applied them consistently and 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 on31st March, 2020and of the profit and loss of the company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial adequate and were operating effectively; and

vi) 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.

DETAILS OF COMMITTEE OF DIRECTORS:

Detail note on Composition of Audit Committee of Directors, Nomination

Finance & Investment Committee and Stake Holders Relationship/ Investor Grievances Committee of Directors, number of meetings held of each Committee during the financial year 2019-20 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The report on CSR activities pursuant to clause (o) sub-section (3) of section 134 of The Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014 is in "Annexure-I" to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines. The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under Board:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by Companies Act, 2013. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Individual Directors:

 

Independent Directors: -

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving higher growth and concluded that continuance of each Independent Director on the Board will be in the interest of the Company.

Non-Independent Directors: -

The performance of each of the Non-Independent Directors (including the chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

ANNUAL RETURN:

The Annual Return for the financial year 2019-20 pursuant to Section 92(3) of the Companies Act, 2013 will be placed on website of the riddhisiddhi.co.in Company after completion of Annual

APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy and defined the scope of the Committee which is in line with the provisions of the Companies Act, 2013. The policy is available on Companys website atwww.riddhisiddhi. co.in.

WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy which is available at the Companys website at www.riddhisiddhi.co.in.

MANAGEMENT:

The Management has evaluated various risks and identified that may threaten the existence of the there is no element of risk

Company. Though, rules relating to Risk Management Policy does not applicable to the Company, Company has voluntarily adopted the Risk Management Policy and uploaded the same on Companys website at www.riddhisiddhi.co.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has following subsidiaries but does not have any associate company and joint ventures within the meaning of Section the Companies Act, 2013:

Sr. Name of Entity no. CIN/LLPIN Status
1 Shree Rama Newsprint Limited Village Barbodha, Taluka Olpad, District Surat 395 005 Gujarat L21010GJ1991PLC019432 Subsidiary
2 Riddhi Siddhi Infraspace LLP 10, Abhishree Corporate Park, Opp. Swagat Bunglows BRTS Bus Stand, Ambli-Bopal Road, Ahmedabad- 380058 AAG-5189 Subsidiary
3 Riddhi Siddhi Estate Creator LLP 10, Abhishree Corporate Park, Opp. Swagat Bunglows BRTS Bus Stand, Ambli-Bopal Road, Ahmedabad- 380058 AAG-0739 Subsidiary

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:

A statement containing the salient features of the financial statement of the Companys subsidiary under the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed as "Annexure-II" in prescribed form AOC-1.

RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC 2 as annexed "Annexure-III". In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Material Related Party on Companys website atwww.riddhisiddhi.co.in

LISTING OF SHARES: date. The Company has paid the requisite listing fees to the Equity Shares of Company continue stock exchange.

DELISTING OF SHARES:

Mr. Ganpatraj L. Chowdhary, Promoter of Riddhi Siddhi Gluco Biols Limited ("Company") vide his letter dated 07.12.2017 expressed his intention to purchase entire 17,89,634 equity shares representing 25.18% paid up equity share capital held by public shareholders in order to voluntary delist the equity shares of Company from BSE Ltd. BSE Ltd had given in-principal approval on 20.02.2018 but the same was withdrawn on 26.12.2018 hence the delisting process was dropped.

After withdrawn of in-principle approval, SEBI issued Show Cause Notice on 20.12.2019 alleging violations of various securities laws with respect to delisting matter to various persons/ entities including the Company.

The Company has submitted its reply to the show cause notice on 17.02.2020 denying the allegations contained therein. The matter is under investigation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable to the Company as Company was not engaged in any manufacturing during the year under review. Foreign Exchange Earnings is Nil and Foreign Exchange Outgo amounts to Rs. 23.53 lakhs toward interest and repayment of external commercial borrowing during the year under review.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

Report on Corporate Governance, Management Discussion & Analysis Report, in terms of Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 is made part of this report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate

PARTICULARS OF EMPLOYEES:

Company does not have any employees who is drawing remuneration in excess of limit prescribed under section197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, attached as "Annexure- IV".

The statement containing the names of top ten employees will be made available on request sent to the Company on ahmd@riddhisiddhi.co.in.

SECRETARIAL AUDIT:

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 Board on the recommendations of the Audit Committee, has appointed Mr. Kinjal Shah, Practicing Company Secretary, Ahmedabad (Membership no. F7417 and COP No. 21716) to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2020. Secretarial Audit Report issued by Mr. Kinjal Shah in form MR-3 forms part of this report and marked as "Annexure-V".

CASH FLOW STATEMENT:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, the Cash Flow Statement forms part to Financial Statements is attached to the Annual Report.

AUDITORS:

139 of the Companies Act, 2013and the Rules made there under, M/s. Deloitte Haskins & In accordance with the provisions of Section Sells, Chartered Accountants (Firm Registration No. 117365W), were reappointed as Statutory Auditors of the Company for a period of five consecutive years i.e. from the conclusion of 25th Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company to be held in the year 2021.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:

(i) By the Statutory Auditors in their report;

There is no Further the matters emphasized by Auditors in its report are self-explanatory and does not require any further clarifications/ comments.

(ii) By the Company Secretary in Practice in his Secretarial Audit Report ;remark or There disclaimer no qualification, reservation in secretarial audit report issued by the Company Secretary in

Practice except one observation mentioned in the matter of delisting of equity shares of Company, after withdrawal of In-principle approval granted by BSE, SEBI had issued Show Cause Notice to Company on 20.12.2019 alleging violations Securities Laws of various with respect to delisting. The Company has submitted its .

Reply by Directors:

With respect to above observation of Secretarial Auditor, your Directors submit that Company has suitably replied to the said Show Cause Notice denying the allegations contained in said notice and therefore, pending outcome of the investigation by SEBI, we are not in a position to comment on the matter.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The provisions regarding Sexual Harassment of Women Act Workplace (Prevention, Prohibition & Redressal) Act, 2013 are applicable to the Company and constituted the Internal Complaint Committee as per the provisions regarding Sexual Harassment of Women Act Workplace (Prevention, Prohibition& Redressal) Act, 2013. Thereisnocomplaintreceivedorpendingtill31 st March, 2020 under the said policy.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end Company and date of this report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and companys operations in future.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial throughout the year under review.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AND APPOINTMENT OF COST AUDITOR:

Provisions of maintenance of Cost Accounts and Records as specified by the Central Government under sub-section Companies Act, 2013 and provisions regarding appointment of Cost Auditors are not applicable to the Company.

ADOPTION OF POLICES AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Board framed policies on Preservation of Documents and Determining Materiality for Disclosure to Stock Exchanges which are available at the Companys website at www.riddhisiddhi.co.in.

REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under section 143(12) of Act and Rules framed thereunder.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The Institute of Company

Secretaries of India.

ACKNOWLEDGEMENT:

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions and Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees, which has contributed in taking the Company on the path of prosperity. Your Directors further thank the fraternity of Members/Shareholders for their continued confidence reposed in the management of the Company.

On behalf of Board of Directors
For Riddhi Siddhi Gluco Biols Limited
(Ganpatraj L. Chowdhary)
Date : 29.08.2020 Managing Director
Place : Ahmedabad DIN: 00344816