Directors Report of Adhiraj Distributors Ltd.

Mar 31, 2024

Your directors present the 14^thAnnual Report of your
Company along with the Financial Statements for the
year ended 31^st March, 2024.

Financial Highlights-

	Year Ending	Year Ending
Particulars	March, 2024	March, 2023
	Amt. in Woo	Amt. in IP ''oo
Sales	-	10,250.00
Other Income	63,63564	55,30716
Total Income	63,63564	65,557 16
Less: Expenditure	49,384 57	54,280.95
Profit/ (Loss) before Exceptional items and Tax	14,251.07	11,276.21
Profit/ (Loss) before Tax	14,251°7	11,276.21
Less: Tax Expense
Current Tax& Tax for Earlier Year	3,605.59	3,32503
Deferred Tax		-
Profit/ (Loss) after T ax	10,645.49	7,95119
Add: Profit/ (Loss) Brought Forward	76,818.27	68,867.09
Amount available for Appropriation/ (Loss)	87,46376	76,818.27

Appropriations:

The Company proposes to retain an amount of
Rs. 87,463.76 and not recommending dividend on
equity shares. The Profit has been retained for future
expansion of the company.

Material changes and commitments after the end of
financial year:

There have been no material changes and
commitments, if any, affecting the financial position
of the Company, which have occurred between the end
of the financial year and date of the report

Issue of Shares

• The Company has not granted any Employees
Stock Option.

• The Company has not issued any sweat Equity
Shares.

• The Company has not issued any equity shares with
differential rights.

Particulars of loans, guarantees or investment:

The Particulars of Loan given, Investment made,
Guarantees given and securities provided along with
the purpose for which the loan or guarantee or security
is proposed to be utilised by the recipient are provided
in the financial statement.

Energy Conservation, Technology Absorption,
Foreign Exchange Earnings & Outgo:

Details of energy conservation are not applicable to the
company, no technology has been absorbed or
imported by the company and Foreign Exchange
earning & outgo is NIL.

Deposits:

The Company has not accepted any public deposits
and, as such, no amount on account of principal or
interest on public deposits was outstanding as on the
date of the balance sheet.

Directors:

As per the provisions of the Companies Act, 2013, and
the Articles of Association, Mr. Gopal Agarwal is liable
to retire by rotation at the 14^thAnnual General Meeting.
Mr. Gopal Agarwal as confirmed him eligibility and
willingness to accept the office of Directorship of your
Company, if appointed. In the opinion of your
Directors, Mr. Gopal Agarwal h has the requisite
qualifications and experience which would be of value
to your Company and would enable him to contribute
to the Company in his capacity as the Director of the
Company.

The Board recommends that the resolution relating to
the re-appointment as Director of Mr. Gopal Agarwal as
Director of your Company be approved.

None of the Directors or Key Managerial Personnel has
any pecuniary relationships or transactions with the
Company, other than salaries, commission, sitting fees.
Declaration given by Independent Directors:

All Independent Directors have given declarations
under Section 149(7) of the Companies Act, 2013, that
they meet the criteria of independence as provided
under Section 149(6) of the Companies Act, 2013 and
SEBI (Listing Obligation and Disclosure Requirements)
Regulations,2015.

Familiarisation programme for Independent
Directors:

The Company''s familiarisation program for
Independent Directors provides training at the time of
joining to enable them to understand the operations,
business and other details of the Company. The
Independent Directors are regularly briefed on the
developments that are taking place in the Company
and its operations, etc.

Number of meetings of the Board:

The Board meets at regular intervals to review the
Company''s businesses and discuss its strategy and
plans. A tentative annual calendar of the meetings is
circulated to the Directors in advance to enable them to
plan their schedule and to ensure effective
participation.

During the year, Six board meetings were convened
and held. The maximum interval between the meetings
did not exceed the period prescribed under the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015

Committees of the Board:

The details of the composition of the Board and its
Committees and of the meetings held and attendance
of the Directors at such meetings are provided in the
"Report on Corporate Governance".

Currently, the Board has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Directors'' Responsibility Statement:

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

(i) That in the preparation of annual financial
statements for the year ended 31^st March, 2024, the
applicable accounting standards have been followed
along with proper explanations relating to material
departures, if any;

(ii) That such accounting policies have been
selected and applied consistently and judgements and
estimates that are reasonable and prudent have been
made so as to give a true and fair view of the state of
affairs of the Company as of 31^st March, 2024 and of the
profit of the Company for that year;

(iii) That proper and sufficient care has been taken
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

(iv) That the annual financial statements have been
prepared on a ''going concern'' basis.

(v) That proper internal financial controls are in
place and that the financial controls are adequate and
are operating effectively.

(vi) Those systems to ensure compliance with the
provisions of all applicable laws are in place and that
such systems are adequate and are operating
effectively.

Management Discussion & Analysis Report and
Report on Corporate Governance:

As per SEBI (Listing Obligation and Disclosure
Requirement) Regulation,2015withthe Bombay Stock
Exchange Limited, the Corporate Governance Report
and the Management Discussion and Analysis Report
are annexed and form part of the Directors'' Report
(Annexure ''1''& ''2'' respectively).

Certificate dated 24^thJuly,2024 from a Practicing
Company Secretary Sanu Agarwal (M.No. A43827 COP
26904) Corporate Governance as stipulated in as per
SEBI (Listing Obligation and Disclosure Requirement)
Regulation,2015withthe Stock Exchange is annexed to
this Report (Annexure ''1'') UDIN: A043827F000817589

The Board has, on recommendation of the Nomination
and Remuneration Committee formulated a policy for
selection and appointment of Directors, senior
Managements and their remuneration. The details of
the said policy are stated in the Corporate Governance
Report. (Annexure 3)

Annual Evaluation of Performance by the Board:

Pursuant to the provisions of the Companies Act, 2013
and SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015, the Board has carried
out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of
its Audit Committee and Nomination and
Remuneration Committee. The manner in which the
evaluation has been carried out is mentioned in the
Corporate Governance Report.

Related Party Transaction:

All Related Party Transactions that were entered into
during the financial year were on arm''s length basis and
were in the ordinary course of business. There are no
materially significant related party transactions made
by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have
potential conflict with interest of the Company at large.

Corporate Social Responsibility:

Pursuant to clause (o) of sub-section (3) of Section 134
of the Act and Rule 9 of the Companies (Corporate
Social Responsibility) Rules, 2014.

The Company has not developed and implemented any
Corporate Social Responsibility initiative as the said
provisions are not applicable.

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
preclearance 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 Policy is hosted on
Companies Website www.adhirajdistributors.com.

The Company has a Code of Conduct which is
applicable to directors and management personnel of
the Company. The Company believes in conducting
business in accordance with the highest standards of
business ethics and complying with applicable laws,
rules and regulations.

The Code lays down the standard procedure of business
conduct which is expected to be followed by the
directors and management personnel in their business
dealings and in particular on matters relating integrity
in the work place, in business practices and complying
with applicable laws etc. The Policy is hosted on
Companies Website www.adhiraidistributors.com. A
declaration regarding Code of Conduct is signed by the
Managing Director of the Company and enclosed in
Corporate Governance Report.

Vigil Mechanism/Whistle Blower Policy

As per Section 177(10) of the Companies Act, 2013 read
with Rule 7 of Companies (Meetings of Board and its
Powers) Rules, 2014, the Company has established an
effective vigil mechanism named Whistle Blower Policy
("the Policy") which is also in conformity with the
Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, with a
view to provide a mechanism for Directors and
Employees of the Company inter alia to raise genuine
concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any
financial statements and reports, etc. The Company
encourages its employees to use the mechanism and
has made provision for direct access to the Chairman of
the Audit Committee in appropriate and exceptional
cases. Adequate safeguards against victimization of
the persons who use such mechanism are provided in
the policy. The policy is posted on the website 0fthe
Company www.adhirajdistributors.com.

Disclosure under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place a policy for prevention of
sexual harassment in accordance with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,
2013. Internal Complaints Committee has been set up
to redress complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The Company did not receive any complaint during the
year 2023-24.

Internal Financial Control

The Company has in place adequate internal financial
controls with reference to financial statements. During
the year, such controls were tested and no reportable
material weaknesses in the design or operation were
observed.

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies
Act, 2013, an extract of the Annual Return in form MGT-
9 is annexed herewith as "Annexure 4"

Details pertaining to remuneration as required under
section 197(12) of the Companies Act, 2013 read with
rule 5(1) of the companies (appointment and
remuneration of managerial personnel) rules, 2014.

i. The percentage increase in remuneration of each
Director, Chief Financial Officer and Company
Secretary during the financial year 2023-24, ratio of
the remuneration of each Director to the median
remuneration of the employees of the Company for
the financial year 2023-24 and the comparison of
remuneration of each Key Managerial Personnel
(KMP) against the performance of the Company are
as under:

The median remuneration of employees of the
Company during the financial year was Rs. 3.60 Lakhs.

i. There were 7 permanent employees working in the
Company as on March 31, 2024

Sl N o.	Name of the Director / KMP & Designati on	Remuner ation of Director / KMP for the FY 2023-24 (Rs.)	% incre ase in Rem uner atio n in the FY 23¬ 24	Rati o of Re mu ner atio n of eac h Dire ctor / to me dia n rem une rati on of em plo yee s	Compar ison of the Remun eration of the KMP against the perform ance of the compan y
1	Gopal Agarwal (M.D.)	50000.00	NIL	0.13 9	PBT Increase by 26.38% & PAT Increase by 33.89%
2	Sweety Choudhary (Company Secretary)	3,00,000. 00	NIL	0.83	PBT Increase by 26.38% & PAT Increase by 3389%
3	Subhas Agarwal (CFO)	3,60,000. 00	20.0 0%	1.00	PBT Increase by 26.38% & PAT Increase by 3389%

ii. There is no change in remuneration of Managing
Director. The performance of the Company Increases
to Rs. 14.25 Lacs in 23-24 (11.28 Lacs in 2022-23). The
key parameters for the variable component of
remuneration availed by the directors are considered
by the Board of Directors based on the
recommendations of the Nomination and
Remuneration Committee as per the Remuneration
Policy for Directors, Key Managerial Personnel and
other Employees.

The ratio of the remuneration of the highest paid
director to that of the employees who are not directors
but receive remuneration in excess of the highest paid
director during the year.

It is hereby affirmed that the remuneration paid is as
per the Remuneration Policy for Directors, Key
Managerial Personnel and other Employees.

Statutory Auditors:

In compliance with the provisions of Section 139 and
other applicable provisions of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014
(including any statutory modification (s)/ re-
enactment(s)/ amendment(s) thereof, for the time
being in force), M/s A Daruka & Co, Chartered
Accountants (FRN-333378E), were appointed as
Statutory Auditors at the 13^th Annual General Meeting
of the Company held on 26^th September 2023 to hold
office for the term of five (5) consecutive years from the
conclusion of the 13^th General Meeting until the
conclusion of the 18th Annual General Meeting of the
Company. M/s A Daruka & Co, Chartered Accountants
(FRN-333378E) resigned from the post of auditors of the
Company and expressed their inability due to their pre¬
occupation in other assignments, they are not in a
position to devote time to the affairs of the company.
Your directors appointed on 6^th May 2024 M/s M K K
Agarwal & Associates, Chartered Accountants to fill the
casual vacancy. Now Your Company is required to
appoint a new auditor for the period from financial year
24-25 to 28-29. The Company has received a letter from
Auditors M/s to M/s Vinay Naveen and Co. with FRN
009188C to the effect that their appointment was
within the prescribed limits under section 139(1) of the
Companies Act, 2013 and that they are not disqualified
within the meaning of section 141 of the said Act

Your directors propose to appoint M/ to M/s Vinay
Naveen and Co. Chartered Accountant with FRN
009188C) as statutory auditors for a period of five years
in this AGM

Secretarial Auditors:

In accordance with Section 204 of the Companies Act,
2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed Mrs. Sanu Agarwal,
Company Secretaries, (ACS No. 43827 and CP No.
26904) to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report for the financial
year 2023-24 is set out in the Annexure ''5'' to this
Report.

Risk Management Policy

Pursuant to section 134(3) (n) of the Companies Act,
2013, the Board of directors of the Company has
adopted a Risk Management Policy of the Company.
The Company manages monitors and reports on the
principal risks and uncertainties that can impact its
ability to achieve its strategic objectives.

Acknowledgements:

Your Directors wish to place on record their sincere
appreciation for the continuous support and co¬
operation received from customers, dealers, suppliers,
financial institutions and others in successfully
conducting the Company''s business operations. Your
Directors also wish to place on record their deep sense
of appreciation for the commitment and dedicated
service of the Company''s employees. Your Directors
also acknowledge with gratitude the encouragement
and support extended by our valued shareholders.

On behalf of the Board of Directors,

For Adhiraj Distributors Limited

Report on Corporate Governance

(As required under SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015).

1 Company’s Philosophy on Corporate Governance

Your Company continues to maintain its industry
leadership, by pursuing excellence in everything it does
including standards of business conduct. The
Company''s philosophy on Corporate Governance
emanates from principles of ethical governance and is
aimed at conduction of business in an efficient and
transparent manner and in meeting its obligations to
shareholders and other stakeholders. This objective is
achieved by adopting corporate practices based on
principles of transparency, accountability, fairness and
integrity to create long term sustainable value for all its
stakeholders.

In doing so, Your Company strives to adhere the
following Values viz: Customer Satisfaction,
Profitability, Responsibility, Integrity, Excellence, and
Sincerity.

Board of Directors

The present strength of the Board is Four Directors. The
Board comprises of one Executive Director and Three
Non-Executive Directors. Out of the Three Non¬
Executive Directors, Two is Independent Director. The

Sd/-

Mrs.Sweety Choudhary
Company Secretary
Date: 30^th May, 2024

Chairman of the Board of Directors is a Non-Executive
Director.

During the year 2023-2024, Six Board meetings were
held. The dates on which the said meetings were held
were as follows: 30^th May, 2023, 2^nd September 2023,
26^th September 2023, 13^th November 2023,
29^th January2024, 26^th March 2024

Details of attendance of each Director at the Board
Meetings, the last AGM, and Directorships held by
them in other Indian Companies and committee
member ships are as follows:

Name of the Director	Category of Directorship	No. of Board Meetings Held (During their tenure of Directorsh ip)	No. of Board Meetings Attended	Attendance at the last AGM held on26th September 2023	No. of Directorshi ps held as on 31st March, 2024 (Including ADL) *	No. of other Board Committees of which he / she is a Member / Chairperson
Mr. Gopal Agarwal	Managing Director	6	6	Yes	1	NIL
Mr. Narayan Gope	Non-Executive Non¬ Independent Director	6	6	Yes	1	NIL
Ms. Kirti Agarwal	Independent Director	6	6	Yes	1	NIL
Ms. Priti Singh	Independent Woman Director	6	6	Yes	1	NIL

* Directorship means Directorship of other Indian Public Companies and Committee memberships includes only
Audit Committee and Stakeholders Relationship Committee of Public Limited Companies (Whether Listed or Not).

None of the Directors of the Company were members of more than 10 Committees nor acted as the Chairman of
more than five Committees a cross all companies in India, in which he/she is a Director.

CORE SKILLS/EXPERTISE/COMPETENCIES OF THE BOARD OF DIRECTORS OF THE COMPANY

Based on the recommendations of the Nomination and Remuneration Committee, a matrix setting out the core skills/
expertise/competencies identified by the Board of Directors in the context of the Company''s business and sector(s)
as required for its effective functioning and those actually available with the Board is given below.

Skills identified by the Board

• Industry knowledge & experience

• Business Experience

• Financial Expertise

• Understanding the laws, rules, regulations & policies

• Experience in policy shaping & industry promotion

• Managerial & entrepreneur skills

• Leadership skills

• Legal & Corporate Governance

Training to Board Members:

The Board is equipped to perform its role through inputs from various sources from time to time. Directors are fully
briefed on all matters concerning the business and operation of the Company, risk assessment and minimization
procedures and new initiatives proposed by the Company. The Board members regularly interact with the
management in order to obtain any information that they may require.

Evaluation of Board''s performance

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its
Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties & obligations, attendance of the meetings,
governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors
including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings
and independent judgment.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the
Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the
evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Separate Board Meeting of Independent Director:

Meeting of the Independent Directors was held during the year on 26.03.2024. All the independent Directors have
attended the meeting.

Name of the Independent Director	No. of Meetings Held	No. of Meetings Attended
Ms. Kirti Agarwal	1	1
Mrs.Priti Singh	1	1

Mrs. Kriti Agarwal was the Chairman of the meeting

Declaration by Managing Director:

I hereby confirm that:

The Company has obtained from all the members of the Board and Senior Management, affirmation that they have
complied with the code of business conduct and ethics for directors and senior management in respect of the
Financial Year 2023-24.

Sd/-

Mrs Sweety Choudhary
Company Secretary
Date: 30th May 2024

---

Mar 31, 2016

The Members,

Adhiraj Distributors Limited

The Directors present the 6^thAnnual Report of your Company along with the Financial Statements for the year ended 31^st March, 2016.

Financial Highlights:

				Year Ending		Year Ending
Particulars				March, 2016		March, 2015
				Amt. in ''		Amt. in ''
Sales				6,31,57,959.14		5,24,80,618.47
Other Income				56,24,510.00		28,34,680.00
Total Income				6,87,82,469.14		5,53,15,298.47
Less: Expenditure				6,68,09,416.39		5,40,80,661.24
	Profit/ (Loss) before
	Interest, depreciation			19,73,052.75		12,34,637.23
	and Tax
Less: Interest
	Less: Depreciation & Amortization Cost
					96,071.00	91,702.00
	Profit/ (Loss) before Tax
					18,76,981.75	11,42,935.23
Less: Tax Expense
Current Tax				5,94,139.00		4,43,542.00
Deferred Tax				(14,151.00)		10,501.00
	Profit/ (Loss) after Tax
				12,96,993.75		6,88,892.23
	Add: Profit/ (Loss) Brought Forward
				10,06,859.41		3,17,967.18
	Less: Prior year Tax liability
	Less: Prior year adjustments
Amount available for Appropriation/ (Loss)
				23,03,853.16		10,06,859.41

Appropriations:

The Company proposes to retain an amount of Rs. 12,96,993.75 in Profit and Loss Account. Yours directors regret for not recommending dividend on equity shares. The Profit has been retained for future expansion of the company.

Material changes and commitments after the end of financial year:

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

Issue of Shares

- The Company has not granted any Employees Stock Option.

- The Company has not issued any sweat Equity Shares.

- The Company has not issued any equity shares with differential rights.

Particulars of loans, guarantees or investment:

The Particulars of Loan given, Investment made, Guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

Details of energy conservation are not applicable to the company, no technology has been absorbed or imported by the company and Foreign Exchange earning & outgo is NIL.

Deposits:

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Directors:

As p er the provisions of the Companies Act, 2013, and the Articles of Association, Mr. Srikrishan Churiwala is liable to retire by rotation at the 6^thAnnual General Meeting. Mr. Srikrishan Churiwala has confirmed his eligibility and willingness to accept the office of Directorship of your Company, if appointed. In the opinion of your Directors, Mr. Mr. Srikrishan Churiwala has the requisite qualifications and experience which would be of value to your Company and would enable him to contribute to the Company in his capacity as the Director of the Company.

The Board recommends that the resolution relating to the re-appointment of Mr. Srikrishan Churiwala as Director of your Company be approved.

None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, commission, sitting fees.

Declaration given by Independent Directors:

All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015.

Familiarization programme for Independent Directors:

The Company''s familiarization program for Independent Directors provides training at the time of joining to enable them to understand the operations, business and other details of the Company. The Independent Directors are regularly briefed on the developments that are taking place in the Company and its operations, etc.

Number of meetings of the Board:

The Board meets at regular intervals to review the Company''s businesses and discuss its strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation.

During the year, Seven board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Committees of the Board:

The details of the composition of the Board and its Committees and of the meetings held and attendance of the Directors at such meetings are provided in the "Report on Corporate Governance".

Currently, the Board has the following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

Directors'' Responsibility Statement:

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

(i) That in the preparation of annual financial statements for the year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) That such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as of 31^st March, 2016 and of the profit of the Company for that year;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements have been prepared on a ''going concern'' basis.

(v) That proper internal financial controls are in place and that the financial controls are adequate and are operating effectively.

(vi) That systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and are operating effectively.

Management Discussion & Analysis Report and Report on Corporate Governance:

As per SEBI ( Listing Obligation and Disclosure Requirement) Regulation,2015 with the Bombay Stock Exchange Limited, the Corporate Governance Report and the Management Discussion and Analysis Report are annexed and form part of the Directors'' Report (Annexure ''i''& ''2'' respectively).

Certificate dated 10^th August, 2016 from our Auditors M/s. A Agarwal & Associates (FRN 326873E), regarding the compliance of conditions of Corporate Governance as stipulated in as per SEBI ( Listing Obligation and Disclosure Requirement) Regulation,2015 with the Stock Exchange is annexed to this Report (Annexure ''1'')

Director''s Appointment and Remuneration Policy:

The Board has, on recommendation of the Nomination and Remuneration Committee formulated a policy for selection and appointment of Directors, senior Managements and their remuneration. The details of the said policy are stated in the Corporate Governance Report. (Annexure 3)

Annual Evaluation of Performance by the Board:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, the Board has carried out an evaluations of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The manner in which the evaluation has been carried out is mentioned in the Corporate Governance Report.

Related Party Transaction:

All Related Party Transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

Corporate Social Responsibility:

Pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014

The Company has not developed and implemented any Corporate Social Responsibility initiative as the said provisions are not applicable.

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 Policy is hosted on Companies Website www.adhirajdistributors.com.

Code of Conduct

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc. The Policy is hosted on Companies Website www.adhirajdistributors.com. A declaration regarding Code of Conduct is signed by the Managing Director of the Company and enclosed in Corporate Governance Report.

Vigil Mechanism/Whistle Blower Policy

As per Section 177(9) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Equity Listing Agreement, the Company has established an effective vigil mechanism named Whistle Blower Policy ("the Policy") which is also in conformity with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with a view to provide a mechanism for Directors and Employees of the Company inter alia to raise genuine concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Company encourages its employees to use the mechanism and has made provision for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. Adequate safeguards against victimization of the persons who use such mechanism are provided in the policy. The policy is posted on the website of the Company www.adhirajdistributors.com.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Theiv. Company did not receive any complaint during the year 2015-16.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 4" vii.

viii.

Details pertaining to remuneration as required under section 197(12) of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl. N o.	Name of the Director / KMP & Designation	Remuneration of Director / KMP for the FY 2015-16 (Rs.)	% increase in Remuneration in the FY 201516	Ratio of Remuneration of each Director / to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the company
1	Srikrishan Churiwala (M.D.)	2,40,000.00 Nil		1.33	PBT increase by 64.22 % & PAT increase by 88.27%
2	Rachana Kumari (Company Secretary)	1,98,630.00 Nil		1.10
3	Sitesh Kanodia (CFO)	1,20,000.00 Nil		0.67

ii. The median remuneration of employees of the Company during the financial year was Rs. 1.80 Lakhs.

iii. There were 7 permanent employees on the rolls of Company as on March 31, 2016

v. There is no change in remuneration of Managing Director and performance of the Company increases by 64.22 % to Rs. 18.77 Lacs in 2015-16 (11.43 Lacs in 2014-15).The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Statutory Auditors:

Your Directors, on recommendation of the Audit Committee, seek approval of the Shareholders, for ratification of M/s. A Agarwal & Associates (Firm Registration No. 326873E), as the Statutory Auditors of the Company, from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors:

In accordance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Rupa Gupta, Company Secretaries, (ACS No. 29332 and CP No. 11691) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2015-16 is set out in the Annexure ''5''to this Report.

Risk Management Policy

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk management Policy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support and cooperation received from customers, dealers, suppliers, financial institutions and others in successfully conducting the Company''s business operations. Your Directors also wish to place on record their deep sense of appreciation for the commitment and dedicated service of the Company''s employees. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

On behalf of the Board of Directors,

Sd/-

Mr. Srikrishan Churiwala

Sd/-

Mr. Sandip Kumar Agarwal

---

Mar 31, 2015

The Members,

Adhiraj Distributors Limited

The Directors present the 5th Annual Report of your Company along with the Financial Statements for the year ended 31st March, 2015.

Financial Highlights:

Year Ending Year Ending Particulars March, 2015 March, 2014 Amt. in Rs. Amt. in Rs.

Sales 5,24,80,618.47 1,20,28,582.00

Other Income 28,34,680.00 3,11,918.00

Total Income 5,53,15,298.47 1,23,40,500.00

Less: Expenditure 5,40,80,661.24 1,19,42,834.75

Profit/ (Loss) before Interest, depreciation 12,34,637.23 3,97,665.25 and Tax

Less: Interest - -

Less: Depreciation & 91,702.00 9,182.00

Amortization Cost Prafl./ (Losslbefore 1142,935.23 3,88,483.25 Tax

Less: Tax Expense

Current Tax 4,43,542.00 93,531.00

Deferred Tax 10,501.00 -

prom/ (Loss) after 6,88,892.23 2,94,952.25 Tax

Add: Profit/ (Loss) 3,17,967.18 23,014.93 Brought Forward

Less: Prior year Tax

liability - -

Less: Prior year adjustments - -

Amount available for 10,06,859.41 3,17,967.18

Appropriation/ (Loss)

Appropriations:

The Company proposes to retain an amount of Rs. 6,88,892.23 in Profit and Loss Account. Yours directors regret for not recommending dividend on equity shares.

Material changes and commitments after the end of financial year:

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

Issue of Shares

- The Company has not granted any Employees Stock Option.

- The Company has not issued any sweat Equity Shares.

- The Company has not issued any equity shares with differential rights.

Particulars of loans, guarantees or investment:

The Particulars of Loan given, Investment made, Guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the financial statement.

Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo:

Details of energy conservation is not applicable to the company, no technology has been absorbed or imported by the company and Foreign Exchange earning & outgo is NIL.

Deposits:

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Directors:

As per the provisions of Section 149(1), 161 and other applicable provision under the Companies Act, 2013, the Board appointed Ms. Priti Singh as an additional, Non-Executive, woman Director of the Company on 26th March, 2015. The above appointment was based on the recommendation of the Nomination and Remuneration Committee and is subject to a p p r o v al of the Shareholders of the Company at the forthcoming Annual General Meeting.

As per the provisions of Section 149(1), 161 and other applicable provision under the Companies Act, 2013, the Board appointed Mr. Rohit Garodia as an additional, Non-Executive, and Independent Director of the Company on 17th September, 2014. The above appointment is subject to approval of the Shareholders of the Company at the forthcoming Annual General Meeting.

As per the provisions of Section 149(1), 161 and other applicable provision under the Companies Act, 2013, the Board appointed Mr. Mahesh Kumar as an additional, Non- Executive, and Independent Director of the Company on 17th September, 2014. The above appointment is subject to approval of the Shareholders of the Company at the forthcoming Annual General Meeting.

As per the provisions of the Companies Act, 2013, and the Articles of Association, Mr. Sandip Kumar Agarwal is liable to retire by rotation at the 5th Annual General Meeting. Mr. Sandip Kumar Agarwal has confirmed his eligibility and willingness to accept the office of Directorship of your Company, if appointed. In the opinion of your Directors, Mr. Sandip Kumar Agarwal has the requisite qualifications and experience which would be of value to your Company and would enable him to contribute to the Company in his capacity as the Director of the Company.

The Board recommends that the resolution relating to the re- appointment of Mr. Sandip Kumar Agarwal as Director of your Company be approved.

None of the Directors or Key Managerial Personnel has any pecuniary relationships or transactions with the Company, other than salaries, commission, sitting fees.

Declaration given by Independent Directors:

All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 42 of the ITP Listing Agreement.

Familiarisation programme for Independent Directors:

The Company's familiarisation program for Independent Directors provides training at the time of joining to enable them to understand the operations, business and other details of the Company. The Independent Directors are regularly briefed on the developments that are taking place in the Company and its operations, etc.

Number of meetings of the Board:

The Board meets at regular intervals to review the Company's businesses and discuss its strategy and plans. A tentative annual calendar of the meetings is circulated to the Directors in advance to enable them to plan their schedule and to ensure effective participation.

During the year, fifteen board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and the Listing Agreement.

Committees of the Board:

During the year, in accordance with the Companies Act, 2013 and Clause 42 of the ITP Listing Agreement, the Board has constituted its Committees.

Currently, the Board has the following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

Details of the Committees along with their constitution and other details are provided in the "Report on Corporate Governance".

Directors' Responsibility Statement:

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

(i) That in the preparation of annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) That such accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as of 31st March, 2015 and of the profit of the Company for that year;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual financial statements have been prepared on a 'going concern' basis.

(v) That proper internal financial controls are in place and that the financial controls are adequate and are operating effectively.

(vi) That systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and are operating effectively.

Annual Evaluation of Performance by the Board:

Pursuant to the provisions of the Companies Act, 2013 and Listing Agreement, the Board has carried out an evaluations of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The manner in which the evaluation has been carried out is mentioned in the Corporate Governance Report.

Related Party Transaction:

All Related Party Transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

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 preclearance 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 Policy is hosted on Companies Website www.adhiraidistributors.com.

Code ofConduct

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc. The Policy is hosted on Companies Website www.adhiraidistributors.com. A declaration regarding Code of Conduct is signed by the Managing Director of the Company and enclosed in Corporate Governance Report.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Management Discussion & Analysis Report and Report on Corporate Governance:

(a) As per Clause 42 of the ITP Listing Agreement with the Bombay Stock Exchange Limited, the Corporate Governance Report and the Management Discussion and Analysis Report are annexed and form part of the Directors' Report (Annexures '1' & Annexure '3' respectively).

Certificate dated 30th May, 2015 from our Auditors M/s. A Agarwal & Associates (FRN 326873E), regarding the compliance of conditions of Corporate Governance as stipulated in Clause 42 of the Listing Agreement with the Stock Exchange is annexed to this Report (Annexure '2').

Director's Appointment and Remuneration Policy:

The Board has, on recommendation of the Nomination and Remuneration Committee formulated a policy for selection and appointment of Directors, senior Managements and their

remuneration. The details of the said policy is enclosed as per "Annexure 4".

Extract of Annual Return:

In accordance with Section i34(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 5"

Details pertaining to remuneration as required under section 197(12) of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014.

i. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

% increa Name of Remunerati se in the on of Remu Sl. Director / Director / nerati No. KMP & KMP for the on in Designatio FY 2014-15 the FY n (Rs.) 2014- 15

Srikrishan 1 Churiwala NIL 1,20,000.00 (M.D.) 1

Rachana Kumari 2 (Company 45,000.00 NIL Secretary)2

Swati Sharma 3 (Company 1,28,000.00 NIL Secretary)3

Sitesh 4 Kanodia 70,000,00 NIL (CFO))4

Name of the Director Ratio of KMP & Remune Compariso Designation ration of n of the each Remunerat Director ion of the / to KMP median against the remuner performan ation of ce of the employe company es

Srikrishan Churiwala (M.D.) 11.00

PBT

Rachana Kumari (Company Secretary) 20.38 increase by 194.20 % & PAT

Swati Sharma (Company Secretary)3 1.07 increase by 133.56 %

Sitesh Kanodia (CFO)4 0.58

1 Period of Service - 27.09.2014 to 31.03.2015

2 Period of Service - 01.01.2015 to 31.03.2015

3 Period of Service - 16.06.2014 to 15.02.2015

4 Period of Service - 01.09.2014 to 31.03.2015

ii. The median remuneration of employees of the Company during the financial year was Rs. 1.20 lakhs.

iii. There were 7 permanent employees on the rolls of Company as on March 31, 2015

iv. There is no change in remuneration of Managing Director and performance of the Company increases by 194.20 % to Rs. 11.43 Lacs in 2014-15 ( 3.88 Lacs in 2013-14).

v. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

vi. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable.

vii. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Corporate Social Responsibility:

Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Statutory Auditors:

M/s. A Agarwal & Associates (Firm Registration No. 326873E), Chartered Accountants, Auditors of the Company, retire at the conclusion of 5th Annual General Meeting of the Company and have expressed their willingness to continue as Auditors of the Company. M/s. A Agarwal & Associates (Firm Registration No. 326873E), have conveyed that, if appointed, they would be eligible to act as Auditor of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed thereunder, for re-appointment as Statutory Auditors of the Company.

Your Directors, on recommendation of the Audit Committee, seek approval of the Shareholders, for re-appointment of M/s. A Agarwal & Associates (Firm Registration No. 326873E), as the Statutory Auditors of the Company, from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors:

In accordance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Rupa Gupta, Company Secretaries, (ACS No. 29332 and CP No. 11691) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2014-15 is set out in the "Annexure 6" to this Report.

Risk Management Policy

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk management Policy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuous support and co-operation received from customers, dealers, suppliers, financial institutions and others in successfully conducting the Company's business operations. Your Directors also wish to place on record their deep sense of appreciation for the commitment and dedicated service of the Company's employees. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.

On behalf of the Board of Directors,

Sd/- Mr. Srikrishan Churiwala Sd/- Mr. Sandip Kumar Agarwal