To,

The Members

Your Directors are pleased to present the 25 th Annual Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2020.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31st March, 2020 and for the previous Financial Year ended on 31st March, 2019 is given below:

(Rs. In Crores)

2. OPERATIONS

On Standalone basis, total revenue for Financial Years 2019-20 is Rs. 23.78/- Crores compared to the total revenue of Rs. 135.83/- Crores of Previous Year 2018-19. The loss before tax for the Financial Year 2019-20 of Rs. 8.14/- Crores as compared to Profit before tax of Rs. 0.52/- Crores of Previous Year 2018-19. Net Loss after Tax for the Financial Year 2019-20 is Rs. 8.14/- Crores as against Net profit after tax of Rs. 0.50/- Crores of Previous Year 2018-19.

On Consolidated basis, total revenue for Financial Years 2019-20 is Rs. 23.79/- Crores compared to the total revenue of Rs. 135.84/- Crores of Previous Year 2018-19. The Loss before tax for the Financial Year 2019-20 of Rs. 8.13/- Crores as compared to Profit before tax of Rs. 0.52/- Crores of Previous Year 2018-19. Net Loss after Tax for the Financial Year 2019-2020 is Rs. 8.13/- Crores as against Net profit after tax of Rs. 0.50/- Crores of Previous Year 2018-2019.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in nature of Business during the year under review.

4. ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT - 9 is enclosed herewith as Annexure 1 and the same has been placed at the Company's website under Section Investors - Annual Report.

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 5 (Five) times i.e. 30th May, 2019, 8th June, 2019, 6th September, 2019, 14th November, 2019 & 10th February, 2020.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on March 31, 2020 the applicable accounting standards have been followed and there are no material departure from the same,

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for the Financial Year ended on March 31, 2020,

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

d. The directors had prepared the Annual Accounts on a going concern basis,

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

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

7. COMMENT ON AUDITORS' REPORT

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on March 31, 2020. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, investment, guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm's length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

11. Reserves & Surplus

12. DIVIDEND

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2019-20(Previous Year - Nil).

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of the Company which has occurred in the Financial Year 2019-20.

14. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc. Further, there was no foreign exchange earnings and outgo during the Financial Year 2019-20 (Previous Year - Nil).

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

1 Mr. Rajiv Agrawal was appointed as CFO w.e.f 30th July, 2020 & his designation was changed to Whole-Time Director from Managing Director w.e.f. 30th July, 2020.

2 Ms. Keshita Dhruv was appointed as Company Secretary of the Company w.e.f. 11th August, 2020.

3 Mr. Omkar Patel was appointed as an Independent Director by the Board w.e.f. 07th August, 2020.

4 Mr. Arpitkumar Soni was appointed as a Non-Executive Director by the Board w.e.f. 16th November, 2019.

5 Mr. Lalitkumar Verma has resigned from the post of CFO of the Company w.e.f. 10th December, 2019.

6 Mr. Jignesh Shah has resigned from the post of Independent Director of the Company w.e.f. 13th August, 2019.

7 Mr. Radheshyam Oza has resigned from the post of Non-Executive Director of the Company w.e.f. 16th November, 2019.

8 Ms. Annapoornaben Agrawal has resigned from the post of Company Secretary of the Company w.e.f. 20th January, 2020.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2019-20 and till the date of Board's Report.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

18. DECLARATION BY INDEPENDENT DIRECTORS

Ms. Riddhi Kumar and Mr. Omkar Patel, Independent Directors of the Company have confirmed to the Board that she meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and she qualify to be Independent Director. She has also confirmed that she meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmation was noted by the Board.

19. CORPORATE GOVERNANCE

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board's Report.

20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Associate Company i.e. Arnav Fibres Private Limited.

21. DEPOSITS

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the Financial Year. Hence the Company has not defaulted in repayment of deposits or payment of interest during the Financial Year.

22. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

23. STATUTORY AUDITOR

M/s. Anam & Associates, Chartered Accountants, Ahmedabad, (Firm's Registration No. 005496S), were appointed as the Statutory Auditors of the Company. The Auditor's report for the Financial Year ended March 31, 2020 has been issued with an unmodified opinion, by the Statutory Auditors.

24. SECRETARIAL AUDITOR

The Board has appointed Mr. Gaurav Bachani, Practicing Company Secretary, Ahmedabad to conduct Secretarial Audit for the Financial Year 2019-20. The Secretarial Audit Report for the Financial Year ended 31st March, 2020 is annexed herewith marked as Annexure-2 to this Report. Remarks and Qualification marks in the Secretarial Audit report is self-explanatory.

25. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee were held on 30th May, 2019, 8th June, 2019, 6th September, 2019 & 14th November, 2019 and the attendance records of the members of the Committee are as follows:

(The details of Committee members are as on the date of Directors' Report)

1 Mr. Arpitkumar Soni was appointed as a member of Committee w.e.f. 16th November, 2019.

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, was held on 30th May, 2019, 6th September, 2019 & 14th November, 2019 and the attendance records of the members of the Committee are as follows:

1 Mr. Omkar was appointed as a member of Committee w.e.f. 7th August, 2020.

2 Mr. Arpitkumar Soni was appointed as a member of the Committee w.e.f. 16th November, 2020. (The details of Committee members are as on the date of Directors' Report)

C. Composition of Stakeholder Relation Committee:

During the year under review, meeting of the Stakeholder Relation committee was held on 8th June, 2019 and the attendance records of the members of the Committee are as follows:

1 Mr. Omkar was appointed as a Member of Committee w.e.f. 7th August, 2020.

(The details of Committee members are as on the date of Directors' Report)

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state 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 as confirmed by the Internal Complaints Committee as constituted by the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company's current working and future outlook as per Annexure -3.

28. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.