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EQUITY - MARKET SCREENER

Aadi Industries Ltd
Industry :  Plastics Products
BSE Code
ISIN Demat
Book Value()
530027
INE563D01013
-6.7228
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
6.35
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Apr 14, 2024 04:39 PM

Dear Shareholders,

The Board of Directors of your Company take pleasure in presenting the Twenty-Ninth Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2023.

1. Financial Performance:

(Amount in Rs.)

Particulars

As on March 31, 2023 As on March 31, 2022

Total Income

5,98,000 2,67,000

Total Expenses

23,67,000 (17,69,000) 37,89,000 (35,39,000)
Profit/(loss) before Tax

Provision for Income Tax (including for earlier years)

- 17,000

Net Profit/(Loss) After Tax

(17,69,000) (35,39,000)

Your Company has earned an Income of Rs. 5,98,000 during the current financial year. The total expenses decreased from Rs. 37,89,000 to Rs. 23,67,000. Accordingly, the Company has incurred a net loss of Rs. 17,69,000 in the current financial year as compared to a net loss of Rs. 35,39,000 in the preceding financial year.

2. Operations:

Company's financial position have occurred between the end of the financial year of the Company and date of this report.

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.

Aadi Industries Limited

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 March 31, 2023.

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 the Company's operations in future.

9. Share Capital:

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

As on March 31, 2023, 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.

Aadi Industries Limited

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 named Financial Express and Mumbai Pratahkal respectively and simultaneously posted on the Company's website (www.aadiindustries.co) 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:

During the year under review, the following changes were made in the composition of directors and KMPs. Ms. Rughveda Wagh gave her resignation from the post of Company Secretary and Compliance Officer w.e.f. March 30, 2023 due to other opportunities prevailing in the industry.

Ms. Sonam Gandhi (DIN:09593620) gave her resignation from the post of Non-Executive, Independent Director w.e.f. closure of business hours of April 11, 2023 due to some personal and unavoidable circumstances. Also, Ms. Gandhi has confirmed that there are no other material reasons other than those mentioned above, for her resignation as the Independent Director of the Company.

The Board at its meeting held on May 26, 2023, approved the appointment of Ms. Saachi Madnani (DIN: 10045589) as an Additional & Non-Executive Independent Director of the Company for a period of five (5) years with effect from July 01, 2023 based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the Shareholders at the forthcoming Annual General Meeting (AGM) of the Company. Further, the Board at its meeting held on September 01, 2023 approved the appointments of Ms. Khushboo Agarwal (DIN:10298514) and Mr. Neelabh Kaushik (DIN:01755431), as Additional and Non-Executive Independent Directors of the Company respectively, for a period of five (5) years with effect from September 01, 2023, based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the Shareholders at the forthcoming Annual General Meeting (AGM) of the Company.

As on date, your Board comprises of 6 (six) directors Mr. Rushabh Shah (DIN: 01944390) (Executive-Chairman & Managing Director), Ms. Gayathri Nagaraj (DIN:06742638) (Non-Executive Independent Director), Mr. Sharanabasaweshwar Hiremath (DIN:08912844) (Non-Executive Independent Director), Ms. Saachi Madnani (DIN:10045589) (Additional & Non-Executive Independent Director) , Ms. Khushboo Agarwal (DIN:10298514) (Additional & Non-Executive Independent Director) and Mr. Neelabh Kaushik (DIN:01755431) (Additional & Non-Executive Independent Director)

Key Managerial Personnel Mr. Sanjay Jadhav* is appointed as the Chief Financial Officer Company with effect from June 27, 2023 & Ms. Sayli Munj is appointed as the Company Secretary and Compliance Officer with effect from June 27, 2023.

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.

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, Mr. Sharanabasaweshwar Hiremath, Ms. Sonam Gandhi and Ms. Sacchi Madnani 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 two (2) years 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.

*Mr. Sushil Surve was resigned as CFO from the Company w.e.f June 27, 2023 and in place of him Mr. Sanjay Jadhav is appointed as the CFO of the Company w.e.f. June 27, 2023.

b) Board Meeting & Attendance:

During the year under review, the Board of your company met six (6) 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. Directors attended of % of Attendance
1. 23-05-2022 4 4 100.00
2. 30-05-2022 4 4 100.00
3. 13-06-2022 4 4 100.00
4. 12-08-2022 4 4 100.00
5. 14-11-2022 4 4 100.00
6. 13-02-2023 4 4 100.00

The details of Board Meetings held from April 01, 2022 to March 31, 2023 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 6 6 100
2. Ms. Gayathri Nagaraj 6 6 100

3.

Mr. Sharanabasaweshwar Hiremath

6 6 100
4. Ms. Sonam Gandhi* 6 6 100

*Ms. Sonam Gandhi resigned as Independent Director of the Company effective from April 11, 2023

c) 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. Gayathri Nagaraj

Expert Proficient Expert Expert Expert

3 Mr. Sharanabas aweshwar Hiremath

Expert Proficient Expert Expert Expert

4 Ms. Sonam Kinjal Gandhi*

Proficient Proficient Expert Proficient Proficient

*Ms. Sonam Gandhi resigned as Independent Director of the Company effective from April 11, 2023

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.

d) Nomination and Remuneration Committee:

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, 2023 is as under:

1. Mr. Sharanbasaweshwar Hiremath, Independent Director, Chairman.

2. Ms. Gayathri Muttur Nagaraj, Independent Director

3. Ms. Sonam Gandhi*, Independent Director and

4. Mr. Rushabh Shah, Executive Director

*Ms. Sonam Gandhi resigned as Independent Director of the Company effective from April 11, 2023

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 23.05.2022 3 3 100%
2 31.03.2023 3 3 100%

The details of Nomination and Remuneration Committee Meetings held from April 01, 2021 to March 31, 2022 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. Mr. Sharanbasaweshwar Hiremath 2 2 100%
4. Ms. Sonam Gandhi* 2 2 100%

*Ms. Sonam Gandhi resigned as Independent Director of the Company effective from April 11, 2023

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. The Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. For the purpose of identifying suitable candidates, the Committee may: a. Use the services of an external agencies, if required; b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and c. Consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of independent directors and the board of directors;

4. Devising a policy on diversity of board of directors;

5. 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;

6. 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.

7. 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:

a) 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.

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

c) 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.

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

e) 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

a) 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.

b) 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, 2023. The same is available on https://www.aadiindustries.co/

e) 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 as on March 31, 2023 comprises of:

1. Ms. Gayathri Muttur Nagaraj, Chairperson,

2. Mr. Sharanabasaweshwar Hiremat, Independent Director and 3. Mr. Rushabh Shah, Executive 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 23-05-2022 2 2 100%
2 30-05-2022 2 2 100%
3 12-08-2022 2 2 100%
4 14-11-2022 2 2 100%
5 13-02-2023 2 2 100%

The details of Audit Committee Meetings held from April 01, 2022 to March 31, 2023 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 % of Attendance
1. Mr. Rushabh Shah 5 5 100%
2. Ms. Gayathri Nagaraj 5 5 100%

3.

Mr. Sharanabasaweshwar Hiremat

5 5 100%

The Committee is governed by a term 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

f) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Stakeholders Relationship Committee is in conformity with the provisions of the said section.

The Stakeholders Relationship Committee as on March 31, 2023 comprises of:

1. Mr. Sharanbasaweshwar Hiremat, Chairperson,

2. Ms. Gayathri Muttur Nagaraj, Independent Director and 3. Mr. Rushabh Shah, Executive Director

The details of Meeting held and the 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. Directors attended of % of Attendance
1 14.12.2022 3 3 100%

The details of Stakeholders Relationship Committee Meetings held from April 01, 2022 to March 31, 2023 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 1 1 100
2. Ms. Gayathri Nagaraj 1 1 100

3.

Mr. Sharanbasaweshwar Hiremat

1 1 100

Ms. Rughveda Wagh ceased to be the Company Secretary & Compliance officer of the Company w.e.f. March 30, 2023. Mr. Rushabh Shah appointed as the Compliance officer of the Company w.e.f. March 31, 2023 till the next appointment of a Company Secretary of the Company. 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 Transfer 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.

g) 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.

h) 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 30, 2023, 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/

i) 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 30, 2023 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.

j) 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.

k) 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.

l) 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, Mr. Ramanatha Shetty, Partner having Membership No: 218600 from M/s. RAK CHAMPS & CO LLP, Chartered Accountants (Firm Registration No. 131094W) were appointed as Statutory Auditor of the Company for a period of five years from the conclusion of 27th Annual General Meeting (AGM) till the conclusion of 32nd Annual General Meeting (AGM) of the Company to be held in 2025-26.

Comment on Auditors' Report

The Auditor's Report to the members of the Company on the financial statements for the financial year ended March 31, 2023, forming part of this report contains a disclaimer of opinion as the Management has not been able to provide external confirmation w.r.t balance confirmation of cash credit loan and bank balance of Rs. 35,00,000/-

Reply: Your Directors state that- the Company is unable to track required bank statements from the banks due to the closing of the Bank accounts and shifting of the branch. Simultaneously, the Company is putting efforts to get back the said bank statements at the earliest.

b) Details of non-compliance by the listed entity and penalties thereof:

The Company had inadvertently made a submission of audited financial statements for the year ended March 31, 2023, without the filing of Statement on Impact of Audit Qualifications (for audit report with modified opinion) as mentioned above, with BSE on May 26, 2023, and later the correct resubmission was done on June 16, 2023. Hence, in lieu of this, the BSE has charged a fine of Rs. 1,00,300 pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020, and the same fine was paid by the Company on July 25, 2023.

c) Secretarial Audit Report for the year ended March 31, 2023:

The Board appointed Ms. Shipra Agarawal from M/s. S.A. & Associates, Company Secretaries (COP No. 3173), Practising Company Secretary, to conduct Secretarial Audit for the FY: 2022-23. The Secretarial Audit report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure 3 to this report.

d) 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. 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.

20. 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 31, 2023.

Accordingly, the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modifications within prescribed norms under the Companies Act, 2013. The company is committed to maintaining 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 compiled by the Company.

26. General Shareholder Information

a) 29th Annual General Meeting

Date

Time

Venue

September 26, 2023

12:00 Noon AGM will be held at 421, 4th Floor, Kailash
Plaza Building, Vallabh Baug Lane,
Ghatkopar (East) Mumbai- 400 075.

b) Financial Calendar for the year 2022-23

Financial year

April 1, 2022 to March 31, 2023

Book Closure Dates

September 19, 2023 to September 26, 2023 (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 ISIN No. INE563D01013

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

F.Y

AGM

Date

Time

Location

Details of special resolutions passed

2021-22 28th Thursday, June 30, 2022 11:00 a.m. 421, 4th Floor, Kailash Plaza Building, Vallabh Baug Lane, Ghatkopar (East) Mumbai- 400075 1. Appointment of Dr. Sharanabasaweshw ar G Hiremath (DIN: 08912844) as an Independent Director.
2. Appointment of Ms. Sonam Kinjal Gandhi (DIN: 09593620 As An Independent Director.
2020-21 27th Wednesday, December 29, 2021 11:00 a.m. Via electronic mode [video conference or other audiovisual means ("OAVM")] Deemed Location: 421, 4th Floor, Kailash Plaza Building, Vallabh Baug Lane, Ghatkopar (East) Mumbai- 400075 1. To increase borrowing powers of the board and authorization limit to secure the borrowings under Section 180(1)(c) and 180(1)(a) of the Companies, Act, 2013.
2. To make investments, give loans, guarantees and security in excess of limits specified u/s 186 of Companies Act, 2013.
3. Re-appointment of Mr. Rushabh Shah (DIN:01944390) as Managing Director.
2019-20 26th Wednesday ,December 30, 2020 12.00 Noon Via electronic mode [video conference or other audio-visual means ("OAVM")] Deemed Location: 421, 4th Floor, Kailash Plaza Building, Vallabh Baug Lane, Ghatkopar (East) Mumbai- 400075 NA

No Extra - Ordinary General Meeting (EGM) held during the year. No special resolution was required to be carried out through postal ballot during the last year. No resolution is proposed by postal ballot at the ensuing Annual general meeting.

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 is as follows:

Month

BSE (Rs.)
High Low
April 2022 10.00 6.46
May 2022 7.86 6.49
June 2022 7.40 4.96
July 2022 5.24 3.35
August 2022 5.50 3.77
September 2022 4.76 3.41
October 2022 4.54 3.43
November 2022 5.49 3.85
December 2022 5.30 3.41
January 2023 4.40 3.54
February 2023 4.17 3.35
March 2023 3.95 3.26

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 as on March 31, 2023:

Nominal Value of Shares: Rs. 10

Category

Shareholders

Shares

(Shares)

Number % Number %
1-500 3486 74.0127 449455 4.4946
501 TO 1000 464 9.8514 389123 3.8912
1001 TO 2000 294 6.242 454853 4.5485
2001TO 3000 101 2.1444 260118 2.6012
3001 TO 4000 57 1.2102 205385 2.0539
4001 TO 5000 75 1.5924 355893 3.5589
5001 TO 10000 108 2.293 828040 8.2804

10001 TO ********

125 2.6539 7057133 70.5713

Total

4710 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. 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.

The number of shares as on 31st March, 2023 held in dematerialized and physical form are as under:

Particulars

No. of Shares %
NSDL 29,46,839 29.47
CDSL 62,59,104 62.59
Physical 7,94,057 7.94

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 that are not applicable to the Company.

k) Shareholding of Directors and Key Managerial Personnel:

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

Particulars

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at
i) Principal
Amount 35,00,000 6,55,26,288 Nil 6,90,26,288

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii) 35,00,000 6,55,26,288 Nil 6,90,26,288

Change in indebtedness during the financial year

- 27,06,500 Nil 5,03,500
Addition
Reduction 22,03,000
Net Change -
5,03,500 Nil 5,03,500

Indebtedness at the end of the financial year

35,00,000 6,60,29,788 Nil 6,95,29,788
i) Principal
Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii) 35,00,000 6,60,29,788 Nil 6,95,29,788

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

Name of the Directors

Salary, Allowance, perquisite s and other benefits Performance- linked Income/Bonus/ Commission Paid/Payable Stock Option Pension Sitting Fees Paid
Executive Directors
Mr. Rushabh Shah 1,80,000 - - - -
Non-Executive Directors
Ms. Gayathri Muttur Nagaraj - - - - 1,20,000
Mr. Sharanabasawe shwar Hiremath - - - - 80,000
Ms. Sonam Gandhi* - - - - 80,000

*Resigned from the post of Non-Executive, Independent Director w.e.f. April 11, 2023

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

Sl. No.

Particulars

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

2,40,000 1,96,000 4,36,000

(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
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit
- others, specify…
5 Others, please specify - - -

Total

2,40,000 1,96,000 4,36,000

*Resigned from the post of Company Secretary & Compliance officer w.e.f. March 30, 2023. ** Resigned from the post of the Chief Financial Officer w.e.f. June 27, 2023

PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act Brief Descripti on Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)

A. COMPANY

 

Penalty NONE
Punishment
Compounding

B. DIRECTORS

Penalty NONE
Punishment
Compounding

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 2022-23 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

The ratio of remuneration to the median remuneration

% increase in remuneration over the previous year

Non-Executive Directors
Ms. Gayathri Muttur Nagaraj

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

Mr. Sharanabasaweshwar Hiremath

Ms. Sonam Gandhi* Executive Directors

Mr. Rushabh Shah Key Managerial Personnel

0.92

NA

Ms. Rugveda Wagh** 1.22 NA
Mr. Sushil Surve*** 1

*Resigned from the post of Non-Executive, Independent Director w.e.f. April 11, 2023 **Resigned from the post of company Secretary & Compliance officer w.e.f. March 30, 2023. *** Resigned from the post of the Chief Financial Officer w.e.f. June 27, 2023

B. Percentage decrease in the median remuneration of employees in FY 2022-23: Not Applicable C. Number of permanent employees on the rolls of the Company as on March 31, 2023: 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 incurred losses, there was no increase in the salary of employees.

Average increase in remuneration of managerial personnel

As the Company incurred losses, there was no increase in the salary 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

Sd/-

Mr. Rushabh Shah

Managing Director

(DIN: 01944390)

Place: Mumbai

Date: September 01, 2023