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EQUITY - MARKET SCREENER

Aadi Industries Ltd
Industry :  Plastics Products
BSE Code
ISIN Demat
Book Value()
530027
INE563D01013
-6.2204
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
7.4
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: May 18, 2022 09:53 PM

Dear Shareholders,

The Board of Directors of your Company take pleasure in presenting the Twenty-Seventh Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2021.

1. Financial Performance:

i (Amount in Rs.)

Particulars As on 31st March, 2021 As on 31st March, 2020
Total Income - 2,06,21,872
Total Expenses 10,68,597 82,50,916
Profit/(loss) before Tax (10,68,597) 1,23,70,956
Provision for Income Tax (including for earlier years) - 75,352
Net Profit/(Loss) After Tax (10,68,597) 1,22,95,604

Your Company has not earned any Income during the current Financial Year as compared to a total income of Rs. 2,06,21,872. The total expenses decreased from Rs. 82,50,916 to Rs. 10,68,597. Accordingly, the Company has incurred a net loss of Rs. 10,68,597 in the current financial year as compared to a net profit of Rs. 1,22,95,604 in the preceding financial year.

2. Operations:

The Company was in the business of manufacturing but due to losses the Company has started trading of plastic products and plastic granules.

There was no change in nature of the business of the Company, during the year under review.

3. Dividend:

The Board of Directors of your Company has not recommended any dividend for the year under review.

4. Transfer to Reserve:

The Company has not transferred any amount to the General Reserves during the year.

5. Revision of Financial Statement:

There was no revision of the financial statements for the year under review.

6. Disclosures under section 134(3)(1) of the Companies Act, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

7. Change in nature of business, if any:

There were no changes in the nature of business during financial year ending 31st March, 2021.

8. Significant and material orders passed by the regulators or courts or tribunals:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

9. Share Capital:

During the year under review, there was no increase in the Authorised and Paid up Share Capital of the Company.

As on March 31, 2021, the Authorised share capital stands at Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of Rs.10/- each whereas issued, subscribed & paid-up share capital of your Company stand at Rs.10,00,00,000 divided into 1,00,00,000 Equity Shares of Rs.10 each.

a) Disclosure under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) Disclosure under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant

to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

e) Information about Subsidiary/ JV/ Associate Company:

Company does not have any Subsidiary, Joint Venture or Associate Company.

10. Means of Communication:

The quarterly and annual results are generally published in English and Marathi Newspaper and simultaneously posted on the Company's website (www.aadiindustries.com) and are also sent to the BSE Limited.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, transfer and transmission of securities held in physical mode has been discontinued with effect from April 1, 2019 and hence, members were requested to convert their physical holdings into dematerialized form.

11. Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

12. Board of Directors:

a) Composition & Constitution of Board of Directors & KMP:

As on date, your Board comprises of three directors - Mr. Rushabh Shah (Executive), Ms. *Gayathri Nagaraj (Non-Executive Independent Director) and **Ms. Trusha Shah (Non-Executive Independent Director).

During the year under review, the following changes were made in the Composition of directors.

Due to the demise of Mr. Sadanand Purushottam Kotnis intimated to BSE on September 03, 2020, he ceased to be the Director of the Company.

*Ms. Gayathri Muttur Nagaraj was appointed on the Board as an Additional Independent Director on January 12, 2021.

**Ms. Trusha Shah was appointed on the Board of the Company as an Additional Independent Director on March 26, 2021.

****Ms. Kavita Suresh Jamsutkar gave her resignation from the post of Independent Director on June 29, 2021 due to personal and unavoidable circumstances .

Mr. Rajendra Purohit was appointed as Company Secretary w.e.f. April 20, 2020 and resigned from post of Company Secretary w.e.f. November 04, 2020.

Ms. Rugveda Wagh was appointed as Company Secretary and Compliance Officer w.e.f. March 26, 2021.

Mr. Sushil Surve is the Chief Financial Officer of the Company.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Rushabh Shah retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. Rushabh Shah, Managing Director of the Company, being eligible, offers himself for re-appointment as Managing Director in accordance with the provisions of the Companies Act, 2013.

The Company has received declarations of Independence as stipulated under Section 149(7) of the Companies Act, 2013 from Independent Directors i.e. Ms. Gayathri Muttur Nagaraj, Ms. Trusha Shah and Ms. Kavita Suresh Jamsutkar confirming that he/she is not disqualified from appointing/continuing as Independent Director as laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR Regulations. The same are also displayed on the website of the Company i.e. https://www.aadiindustries.co/. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The Independent Directors of the Company have registered / in the process of registering themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank. The said online proficiency self-assessment test will be undertaken by the Independent Directors of the Company, as applicable, within the prescribed timelines.

*On September 03, 2020, BSE intimation regarding the demise of Mr. Sadanand Kotnis Purushottam, Independent Director of the Company was given under regulation 30 and 68(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Board Meeting & Attendance:

During the year under review, the Board of your company met six (7) times. The details of Board Meeting held and participation of Directors thereat is enumerated as below:

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 30-04-2020 3 3 100.00
2 29-06-2020 3 3 100.00
3 08-09-2020 2 2 100.00
4 04-11-2020 2 2 100.00
5 12-01-2021 3 3 100.00
6 11-02-2021 3 3 100.00
7 26-03-2021 4 4 100.00

The details of Board Meetings held from April 01, 2020 to March 31, 2021 and attendance of each Director thereat is as follows:

Sr. No. Name of the Board Member No. of Meetings entitled to attend No. of Meetings attended % of Attendance
1. Mr. Rushabh Shah 7 7 100
2. Mr. Sadanand Kotnis* 2 2 100
3. Ms. Kavita Jamsutkar** 7 7 100
4. Ms. Gayathri Nagaraj*** 3 3 100
5. Ms. Trusha Shah**** 1 1 100

*Due to the demise of Mr. Sadanand Purushottam Kotnis intimated to BSE on September 03, 2020, he ceased to be the Director of the Company.

**Ms. Kavita Suresh Jamsutkar gave her resignation from the post of Independent Director on June 29, 2021 due to personal and unavoidable circumstances.

***Ms. Gayathri Muttur Nagaraj was appointed on the Board as an Additional Independent Director on January 12, 2021.

****Ms. Trusha Shah was appointed on the Board of the Company as an Additional Independent Director on March 26, 2021.

a) Board-skills / expertise / competencies:

The Board of directors based on the recommendations of the Nomination and Remuneration Committee, identified the following core skills/expertise/competencies of Directors as required in the context of business of the Company for its effective functioning:

Sr. No Skills/Expertise/Competencies
1 Leadership qualities
2 Industry knowledge and experience
3 Understanding of relevant laws, rules and regulations
4 Financial Expertise
5 Risk Management

Following are the details of the skills and competence possessed by the Board of Directors:

S. Name of N Directors Leadership qualities Industry knowledge and experience Understanding of relevant laws, rules and regulations Financial Expertise Risk Managemen t
1 Mr. Rushabh Shah Expert Expert Expert Expert Expert
2 Ms. Trusha Shah Expert Expert Expert Expert Expert
3 Ms. Gayathri Nagaraj Expert Expert Expert Expert Expert
4 Ms. Kavita Suresh Proficient Proficient Proficient Expert Proficient
Jamsutkar

The identified skills / competences are broad-based and marking of ‘Proficient' against a particular member does not necessarily mean the member does not possess the corresponding skills / competences.

c) Nomination and Remuneration Committee:

There was change in constitution of Nomination and Remuneration Committee. Ms. Kavita Jamsutkar stepped down from the Committee on 26th March, 2021, whereas Ms. Gayathri Muttur Nagaraj joined the Committee with effect from 12th January, 2021. Further, Ms. Trusha Shah joined the Committee with effect from 26th March, 2021.

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013.

The composition of the committee as on March 31, 2021 is as under:

1. Ms. Trusha Shah, Independent Director, Chairman,

2. Ms. Gayathri Muttur Nagaraj, Independent Director and

3. Mr. Rushabh Shah, Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under

The details of Meeting held and participation of Members of the Committee there at is as below:

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 12.01.2021 3 3 100%
2 26.03.2021 3 3 100%

The details of Board Meetings held from April 01, 2020 to March 31, 2021 and attendance of each Director thereat is as follows:

Sr. No. Name of the Board Member No. of Meetings entitled to attend No. of Meetings attended % of Attendance
1. Mr. Rushabh Shah 2 2 100
2. Ms. Gayathri Nagaraj* 2 2 100
3. Ms. Trusha Shah** 2 2 100

*Ms. Gayathri Muttur Nagaraj was appointed on the Board as an Additional Independent Director on January 12, 2021.

**Ms. Trusha Shah was appointed on the Board of the Company as an Additional Independent Director on March 26, 2021.

The terms of reference of the Committee inter alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to our Board a policy relating to the remuneration of the Directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent Directors and our Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to our Board their appointment and removal;

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

6. Recommend to the board, all remuneration, in whatever form, payable to senior management.

I Selection of Directors and Key Managerial Personnel

In case of Executive Directors and Key Managerial Personnel, the selection can be made in either of the ways given below:

a) by way of recruitment from outside;

b) from within the Company hierarchy; or

c) Upon recommendation by the Chairman or other Directors.

The appointment may be made either to fill up a vacancy caused by retirement, resignation, death or removal of an existing Executive Director or it may be a fresh appointment.

In case of Non-Executive Directors the selection can be made in either of the ways given below:

a) By way of selection from the data bank of Independent Directors maintained by

the Government.

b) Upon recommendation by Chairman or other Directors.

II Qualifications, Experience and Positive Attributes of Directors

While appointing a Director, it shall always be ensured that the candidate

possesses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.

a) In case of appointment as an Executive Director, the candidate must have the relevant technical or professional qualifications and experience as are considered necessary based on the job description of the position. In case no specific qualification or experience is prescribed or thought necessary for the position then, while recommending the appointment, the job description to the Committee shall be provided and along with justifications that the qualifications, experience and expertise of the recommended candidate are satisfactory for the relevant appointment.

b) The Board, while making the appointment of a Director, shall also try to assess from the information available and from the interaction with the candidate that he is a fair achiever in his chosen field and that he is a person with integrity, diligence and open mind.

III Board Diversity and Independence of Directors

While making appointment of directors, following principles shall be observed by the Board, as far as practicable:

• There shall be a proper mix of Executive and Non-Executive Directors and Independent and non-independent directors on the Board. The Company shall always be in compliance of the provisions of Section 149 of the Companies Act, 2013 in this regard.

• There shall be a workable mix of directors drawn from various disciplines like technical, finance, commercial, legal, etc.

• While appointing a director to fill in a casual vacancy caused by death, resignation etc. of a director, an effort shall be made, as far as possible, to appoint such a person in his place who has the relevant experience in the fields or disciplines in which the outgoing director had with relevant expertise as requisite to Business of the Company.

• No preference on the basis of gender, religion or cast shall be given while considering the appointment of directors.

• While appointing independent directors, the criteria for the independent directors, as laid down in Section 149 (6) of the Companies Act, 2013 shall be followed.

IV Remuneration of Directors

• Remuneration to Directors is based on various factors like Company's size, economic and financial position, Directors' participation in Board and Committee Meetings and after benchmarking with peer companies. Based on the same and performance evaluation of the concerned director, NRC recommends to the Board, remuneration payable to the Directors.

• The remuneration paid to Managing Director and Executive Director(s) includes base salary and variable compensation while remuneration to Independent Directors is based on the various factors like committee position, chairmanship, attendance, participation and performance evaluation. The Independent Directors are entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board/Committee meetings and commission.

In terms of Regulation 46 of the SEBI Listing Regulations, the criteria for payment to Non-Executive Directors is made available on the website of the Company - https://www.aadiindustries.co/

For details of remuneration paid/payable to Directors for the year ended March 31, 2021. The same is available on https://www.aadiindustries.co/

d) Audit Committee:

There was change in constitution of Audit Committee. Ms. Kavita Jamsutkar stepped down from the Committee on 26th March, 2021, whereas Ms. Gayahtri Muttur Nagaraj joined the Committee with effect from 12th January, 2021. Further, Ms. Trusha Shah joined the Committee with effect from 26th March, 2021. Due to demise of Mr. Sadanand Kotnis, he was no more a member of Audit Committee.

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Ms. Gayathri Muttur Nagaraj, Chairperson,

2. Ms. Trusha Shah Independent Director and

3. Mr. Rushabh Shah, Director

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

The details of Audit Committee Meeting held and participation of Members of the Committee there at is as below:

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 30-04-2020 3 3 100%
2 29-06-2020 3 3 100%
3 08-09-2020 2 2 100%
4 04-11-2020 2 2 100%
5 11-02-2021 3 3 100%

The details of Audit Committee Meetings held from April 01, 2020 to March 31, 2021 and attendance of each Member thereat is as follows:

Sr. No. Name of the Board Member No. of Meetings entitled to attend No. of Meetings attended % ol Attendance
1. Mr. Rushabh Shah 5 5 100
2. Mr. Sadanand Kotnis* 2 2 100
3. Ms. Kavita Jamsutkar** 5 5 100
4. Ms. Gayathri Nagaraj*** 1 1 100

*Due to the demise of Mr. Sadanand Purushottam Kotnis intimated to BSE on September 03, 2020, he ceased to be the Director of the Company.

**Ms. Kavita Suresh Jamsutkar gave her resignation from the post of Independent Director on June 29, 2021 due to personal and unavoidable circumstances.

***Ms. Gayathri Muttur Nagaraj was appointed on the Board as an Additional Independent Director on January 12, 2021.

The Committee is governed by a terms of reference, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to our Board for approval, with particular reference to:

(a) Matters required to be included in the Director's Responsibility Statement, to be included in our Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to our Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to our Board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

8. Approval of any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. 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 our Board;

16. 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;

17. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. Reviewing the functioning of the whistle blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.]

22. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its

shareholders.

23. Carrying out any other function as may be mentioned in the terms of reference of the Audit Committee.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary acts as the Secretary to the Committee

e) Stakeholders Relationship Committee:

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Ms. Trusha Shah, Non-Executive Independent Director as its Chairperson and Mr. Rushabh Shah, Managing Director as the Committee Member and Ms. Gayathri Muttur Nagaraj, as the Committee Member respectively.

The details of Meeting held and participation of Members of the Committee there at is as below:

Sr. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1 12.01.2021 3 3 100%
2 26.03.2021 3 3 100%

The details of Stakeholders Relationship Committee Meetings held from April 01, 2020 to March 31, 2021 and attendance of each Director thereat is as follows:

Sr. No. Name of the Board Member No. of Meetings entitled to attend No. of Meetings attended % of Attendance
1. Mr. Rushabh Shah 2 2 100
2. Ms. Gayathri Nagaraj* 2 2 100
3. Ms. Trusha Shah** 2 2 100

*Ms. Gayathri Muttur Nagaraj was appointed on the Board as an Additional Independent Director on January 12, 2021.

**Ms. Trusha Shah was appointed on the Board of the Company as an Additional Independent Director on March 26, 2021.

The Compliance officer of the Company is Ms. Rugveda Wagh.

During the financial year under review there were no complaints received during the year, no complaints were unresolved and no complaints are pending.

The role of the Committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share T ransfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.]

f) Vigil Mechanism Policy for the Directors and Employees:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right / option to report their concern / grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Company's website at: www.aadiindustries.co.

g) Annual evaluation of Directors, Committee and Board:

Nomination and Remuneration Committee of the Board had prepared and sent, through its Chairman, feedback forms for evaluation of the Board, Independent Directors and the Chairman. The Independent Directors at their meeting considered and evaluated the Board's performance, performance of the Chairman. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors; without participation of the concerned Director.

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on March 26, 2021, to review the performance of Non- Independent Directors (including the Chairman) and the

Board as whole.

Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination, Remuneration and Compensation Committee is as below:

[ Ethics and values, knowledge and proficiency, diligence,

[ Behavioral traits and Efforts for personal development

Similarly, performance evaluation of the Chairman was carried out by the Independent Directors.

Familiarization Programme

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates. The details relating to the familiarization programme are available on the website of the Company at: https://www.aadiindustries.co /

h) Separate Meeting of Independent Directors:

As stipulated by the Code for Independent Directors in Schedule IV of the Act and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on March 26, 2021 to review the performance of all Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company taking into account the views of other executive and non-executive directors. The independent directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees towards effective and reasonable performance and discharge of their duties.

i) Declaration by Independent Director(s):

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

j) Internal Control System & Risk Management:

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them.

k) Transfer to Investor Education and Protection Fund:

Pursuant to Section 125 of the Act, to the extent notified, dividends that are unclaimed for a period of seven years are to be transferred to the Investor

Education and Protection Fund (IEPF) administered by the Central Government and no claim shall lie against IEPF. As the Company has not declared any dividend before, there are no dividends due for transfer.

13. 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 Company's 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 Compliance Officer is responsible for implementation of the Code.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company - https://www.aadiindustries.co/ .

All Board Directors and the designated employees have confirmed compliance with the Code.

14. Auditors

a) Statutory Auditors

Pursuant to provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act') and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company has appointed RAK CHAMPS & CO LLP (Firm Registration No. 131094W) having Membership No: 218600 as Statutory Auditors of the Company for a period of five years from the conclusion of this AGM till the conclusion of 32nd Annual General Meeting of the Company to be held in 2025-2026 in place of resigning auditors, M/s. N. K. Vyas & Co., Chartered Accountants, having Membership No: 014433.

Comment on Auditors' Report

The report of the Auditors along with notes to Schedules forms part of this Annual Report. The observations made by the Auditors in the Auditors' Report are selfexplanatory and therefore do not call for any further comments.

st

b) Secretarial Audit Report for the year ended 31 March, 2021:

The Board appointed S. A. & Associates, Practising Company Secretary, to conduct Secretarial Audit for the FY 20-21. The Secretarial Audit report for the financial year ended March 31, 2021 is annexed herewith marked as Annexure 3 to this report.

c) Cost Audit:

The provisions of Section 148 under Companies Act, 2013 are not applicable to the

Company.

15. Related party transactions

The transactions falling under Section 188 are annexed hereto as Annexure 2. However, related party transactions as per IND AS 24 forms part of the financials.

16. Particulars of loans, guarantees or investments under section186:

The particulars of Loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

17. Extract of Annual Return

Pursuant to provisions of Section 92(3) of the Companies Act, 2013 (‘the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is displayed on the website of the Company - https://www.aadiindustries.co /

18. Public Deposits

As per notification dated 22nd January, 2019 issued by MCA on form DPT-3, it has been classified that all companies according to Rule 16 and Rule 16A of the Companies (Acceptance of Deposits) Rules, 2014 had to inform ROC about the outstanding loans of the Company by filing form DPT-3. Your Company has not accepted any deposits from public in terms of Section 73, 74, 75, 76 of the Companies Act, 2013 and accordingly your company has filed form DPT-3.

19. Corporate Social Responsibility

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. However, the Company is not covered by the provisions of Section 135 of the Companies Act, 2013, as it does not satisfy the conditions of Net Worth and Net Profit as laid therein.

2 0. Particulars of Employees

The Company does not have any employee whose particulars are required to be given in terms of the provisions of Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Your directors stated that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 related to the Company.

21. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, is attached as Annexure 1. There are no foreign exchange earnings or outgo during the year under review.

22. Directors' Responsibility Statement

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

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) they 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 and loss of the company for that period;

c) they 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 irregularities;

d) they had prepared the annual accounts on a going concern basis; and

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance.

Pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the provisions of reporting of Corporate Governance as specified in Regulation 27 (2) is not applicable to the Company, as it does not meet the threshold of paid up capital of Rs. 10 crores and net worth of Rs. 25 crores as on March, 2021.

Accordingly, the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013. Company is committed to maintain the highest standards of corporate practices as set out by SEBI as good Corporate Governance, which forms part of the Directors Report.

24. Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Report.

25. Secretarial Standards of ICSI

Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board and general meetings are generally complied by the Company.

26. General Shareholder Information a) 27th Annual General Meeting

Date Time Venue
December 29, 2021 11:00 A.M AGM will be held through electronic mode [video conference or other audiovisual means("OAVM")l

b) Financial Calendar for the year 2020-2021

Financial year April 1, 2020 to March 31, 2021
Book Closure Dates December 23, 2021 to December 29, 2021 (both days inclusive)

c) Listing of Equity Shares on Stock Exchange and Stock Codes

Listing on Stock Exchange:

BSE Limited ("BSE")

Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 023 SCRIP CODE: 530027

d) Location and time, where Annual General Meeting (AGM) for the last 3 years were held is given below:

Financial Year AGM Date Time Location
2019-20 26th Wednesday, December 30, 2020 2.00 p.m. Via electronic mode [video conference or other audiovisual means("OAVM")l Deemed Location: 421, 4th Floor, Kailash Plaza Building, Vallabh Baug Lane, Ghatkopar (East) Mumbai- 400075
2018-19 25th Friday, 27 September, 2019 11.00 a.m. 421, 4th Floor, Kailash Plaza Building, Vallabh Baug Lane, Ghatkopar (East) Mumbai- 400075
2017-18 24th Thursday, 27 September, 2018 12.00 p.m. 320/7, Siddhivinayak CHS, Hingwala Lane, Pant Nagar, Ghatkopar (East), Mumbai- 400 075

e) Stock Market Date and their Performance v/s S&P BSE Sensex

The high/low of the market price of the shares of the Company and the performance there of with the BSE Sensex was not applicable for the financial year 2020-21 as the listing of the Company was suspended till September 15, 2021 due to penal reasons.

f) Registrar and Share Transfer Agent (RTA)

The Registrar and Share Transfer Agent (RTA) of the Company is Link Intime India Private Limited. The registered office address and contact details of RTA are as follows:

Link Intime (India) Pvt. Ltd.

C-101, 247 Park L.B.S Marg,

Vikhroli West,

Mumbai - 400083

Tel: 2851 5606/ 5644/ 6338.

Fax: 2851 2885

website: www.linkintime.co.in

g) Share transfer system:

The Board has the authority for approving transfer, transmission of the Company's securities. The Company ensures that the half yearly Compliance Certificate pursuant to regulations 40(9) and 40 (10) of the SEBI Listing Regulations are filed with the Stock Exchanges.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories. Therefore, Members holding shares in physical form are requested to take necessary action to dematerialize the holdings.

h) Distribution of shareholding:

Nominal Value of Shares: Rs. 10

Category (Shares)

Shareholders

Shares

Number % Number %
1-500 1367 57.7280 293742 2.9374
501 TO 1000 352 14.8649 307359 3.0736
1001 TO 2000 213 8.9949 338622 3.3862
2001TO 3000 88 3.7162 228808 2.2881
3001 TO 4000 43 1.8159 157929 1.5793
4001 TO 5000 58 2.4493 278105 2.7811
5001 TO 10000 112 4.7297 849290 8.4929
10001 TO 135 5.7010 7546145 75.4615
Total 2368 100.00 10000000 100.00

i) Dematerialization of Shares:

The Company's shares are required to be compulsorily traded on Stock Exchanges in dematerialized form. The number of shares as on 31st March, 2021 held in dematerialized and physical form are as under:

Particulars No. of Shares %
NSDL 3635960 36.36
CDSL 5566974 55.67
Physical 7,97,066 7.98
Total 1,00,00,000 100

j) Compliance with mandatory and non-mandatory requirements of the Listing Regulations:

The Company has complied with all mandatory requirements of Listing Regulations and has not adopted any non-mandatory requirements which are not applicable to the Company.

k) Shareholding of Directors and Key Managerial Personnel:

For Mr. Rushabh Shah

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. o f shares % of total shares of the company No. of Shares % of total shares of the company
At the beginning of the year 24,86,429 24.86 24,86,429 24.86
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): No change
At the end of the year 24,86,429 24.86 24,86,429 24.86

l) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due

for payment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due 35,00,000 6,06,99,791 Nil 6,41,99,791
Total (i+ii+iii) 35,00,000 6,06,99,791 Nil 6,41,99,791
Change in indebtedness during the financial year • Addition • Reduction - 11,40,002 Nil 11,40,002
Net Change - 11,40,002 11,40,002 11,40,002
Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due 35,00,000 6,18,39,793 Nil 6,53,39,793
Total (i+ii+iii) 35,00,000 6,18,39,793 Nil 6,53,39,793

m) DETAILS OF REMUNERATION TO ALL THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Name of the Directors Salary, Allowance, perquisites and other benefits Performance- linked Income/Bonus/ Commission Paid/Payable Stock Option Pension Sitting Fees Paid
Executive Directors
Mr. Rushabh Shah - - - - -
Non-Executive Directors
Ms. Gayathri Muttur Nagaraj - - - - Rs.15000/- per quarter
Ms. Trusha Shah - - - - Rs.15000/- per quarter

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER/WTD

Sl. Particulars No. of Remuneration

Remuneration in (Rs.)

Company Secretary CFO Total
1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income- tax Act, 1961 (c) Profits in lieu of salary undersection 17(3) Income-tax Act, 1961 20,000 p.m 20,000 p.m
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - as % of profit - others, specify...
5 Others, please specify - - -
Total 20,000 p.m - 20,000 p.m

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companie Act

Brief Descriptio n Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)
A. COMPANY
Penalty Punishment Compounding NONE
B. DIRECTOR

S

Penalty Punishment Compounding NONE
C. OTHER OFFICERS IN DEFAULT
Penalty

NONE

Punishment
Compounding

Disclosure of Managerial Remuneration

A. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for FY 2020-21 as well as the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary is as under:

Name of Director/ Key Managerial Personnel Ratio to median remuneration % increase in remuneration over previous year
Non-Executive Directors
Ms. Gayathri Muttur Nagaraj

This is not applicable as the Company did not pay any remuneration to its directors.

Ms. Trusha Shah
Executive Directors
Mr. Rushabh Shah

This is not applicable as the Company did not pay remuneration

Key Managerial Personnel
Ms. Rugveda Wagh. 100:1

NA

Mr. Sushil Surve -

B. Percentage decrease in the median remuneration of employees in FY 2020-21: Not Applicable

C. Number of permanent employees on the rolls of the Company as on March 31, 2021:

3

D. Comparison of average percentile increase in salary of employees other than the managerial personnel and the percentile increase in the managerial remuneration:

Particulars % change in remuneration
Average increases in salary of employees (other than managerial personnel) As the Company is in losses, there is no increase in salary of employees.
Average increase in remuneration of managerial personnel As the Company is in losses, there is no increase in remuneration of employees.

Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is as per the Remuneration Policy of the Company.

24. Appreciation

Your Directors would like to express their appreciation for co-operation and assistance received from Government authorities, financial institutions, banks, vendors, customers, shareholders and other business associates during the year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company

For and on behalf of the Board of Directors of Aadi Industries Limited

Mr. Rushabh Shah Managing Director (DIN: 01944390)

Place: Mumbai

Date: November 29, 2021