Dear Members,

Your Directors have pleasure in presenting the 29^th Annual Report on the Business and Operations of the Company together with Audited Accounts for the financial year ended on March 31, 2021.

Financial Highlights and State of Company's Affairs

The revenue from operation for the financial year 2020-21 stands at Rs.30,344.58 Lakhs in compare to Rs.35,857.27 Lakhs for previous financial year 2019-20. Total net profit for the year stood at Rs.401.51 Lakhs in compare to (' 2,157.18) Lakhs for the previous financial year 2019-20.

2. Transfer to Reserve

The closing balance of the retained earnings of the Company for FY 2020-21, after all appropriation and adjustments was Rs.2,119.82 Lakhs. The Board of Directors of the Company has not proposed any amount to be transferred to the General Reserve.

3. Dividend

In order to conserve the profits for future operations, the Board of Directors of the Company has decided not to recommend any final dividend on equity shares for the financial year ended on March 31, 2021.

4. Listing on Stock Exchanges

As on March 31, 2021, the equity shares of the Company were listed on BSE Limited. The Company has paid the annual listing fees for the financial year ended on March 31, 2021 within time. The equity shares of the Company have been delisted from the Calcutta Stock Exchange Limited w.e.f. July 23, 2020.

5. Details in Respect of Adequacy of Internal Financial Control with Reference to the Financial Statements and Audit

The Company has designed and implemented process driven framework for internal financial controls within the meaning of explanation to Section 134(5)(e) of the Act.

For the year ended on March 31, 2021, the Board is of the opinion that the Company has adequate internal control systems commensurate with the size, scale and complexity of its business operations.

The internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safe keeping of its assets, optimal utilization of resources, reliability of its financial information and compliances. The internal financial control operates effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved internal controls whenever the effect of such gaps would have a material effect on the Company's operations.

The Board of Directors at the recommendations of the Audit Committee appointed Mr. Anant Patel, Cost Accountant, as Internal Auditor of the Company for the financial year 2021-22. Other details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

6. Details of Subsidiary/Joint Venture/Associate Companies

The Company doesn't have any subsidiary, joint venture or associate Company. Group Companies to the Arfin India Limited includes Krish Ferro Industries Private Limited and Arfin Alucop Private Limited*.

*Arfin Alucop private limited is covered under group companies till December 11, 2020.

7. Material Changes, Transactions and Commitment, if any, affecting the Financial Position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the closure of financial year on March 31, 2021 to which the financial statements relate and on the date of this report.

8. Significant and Material Orders passed by the Regulators or Courts

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations. However, members' attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the financial statements under note no. 35.

9. Deposits

During the financial year under report, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014, as amended, nor did it have any amount of deposits carried forward from the previous financial year.

10. Statutory Auditors

M/s. Sanjay Bajoria & Associates, Chartered Accountants, Ahmedabad (FRN: 117443W) were appointed as Statutory Auditors of the Company to hold the office for a term of five years from the conclusion of the 26^th annual general meeting held on September 24, 2018 until the conclusion of the 31^st annual general meeting of the Company. Pursuant to the notification dated May 7, 2018 issued by the Ministry of Corporate Affairs ("The Companies Amendment Act, 2017") amending Section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Statutory Auditors by members at every annual general meeting has been omitted and hence your Company has not proposed ratification of appointment of M/s. Sanjay Bajoria & Associates, Chartered Accountants, at the ensuing annual general meeting. The Auditors' Report issued by M/s. Sanjay Bajoria & Associates, for the financial year ended on March 31, 2021 forms part of this annual report and there is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their report.

11.Compliance with Secretarial Standards

The Company complies with all applicable mandatory secretarial standard issued by the Institute of Company Secretaries of India.

12.Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company has re-appointed M/s. Kamlesh M. Shah & Co., Practicing Company Secretary, Ahmedabad as Secretarial Auditors to conduct an audit of secretarial records and compliances of the Company, for the financial year ending on March 31, 2022.

The Secretarial Audit Report for the financial year ended on March 31, 2021 is annexed herewith as Annexure - 5 and the same is unmodified i.e. does not contain any qualification, reservation, adverse remark or disclaimer.

13. Reporting of Frauds by Auditors

During the year under report, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

14. Cost Auditors

The Board has on the recommendation of the Audit Committee, appointed M/s. Ashish Bhavsar & Associates, Cost Accountant (FRN: 000387), as a Cost Auditor for conducting the audit of cost records of the Company for the financial year 2020- 21 as well as for financial year 2021- 22. M/s. Ashish Bhavsar & Associates, have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013. The Audit Committee has also received a certificate from Cost Auditors certifying their independence and arm's length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to Cost Auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking member's ratification for the remuneration payable to M/s. Ashish Bhavsar & Associates, Cost Auditor is included in the notice convening the ensuing annual general meeting.

15.Share Capital

During the financial year under report, the Company has not issued any further share capital. The detail of the capital structure of the Company is tabulated as below:

I. Details of KMPs and Appointments

During the financial year under report, followings have been designated as the key managerial personnel of the Company pursuant to Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mr. Mahendra R. Shah - Chairman & Wholetime Director

(b) Mr. Jatin M. Shah — Managing Director

(c) Mr. Vijay Lathi - Chief Financial Officer

(d) Ms. Hetal Koradia - Company Secretary

There is change in the composition of Board of Directors of the Company during the financial year ending on March 31, 2021, details of which are given herein further.

Appointment of Independent Director

Based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors of the Company has at its meetings held on July 04, 2020 appointed Mr. Jitendra Shankerlal Shah (DIN: 08781998) as Additional Independent Director(s) of the Company to hold office for a period of five consecutive years from the date of their appointment at the respective Board meeting(s). As Additional Director, Mr. Jitendra Shah hold the office of Independent Director(s) from the date of their appointments till the date of ensuing annual general meeting or due date thereof.

The Board recommends the resolutions in relation to appointment of Mr. Hardik Shantilal Hundia and Mr. Jitendra Shankerlal Shah as Independent Director(s), for the approval by shareholders of the Company.

Also, appointment of Mr. Hardik Shantilal Hundia and Mr. Jitendra Shankerlal Shah made on January 27, 2020 and July 04, 2020 respectively, were approved by the shareholders of the Company at their 28^th annual general meeting held on September 28, 2020.

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

II. Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the articles of association of the Company, Mrs. Pushpa M. Shah (DIN: 00182754) will retire by rotation at this annual general meeting and being eligible, she offers herself for reappointment. The Board recommends her appointment.

III. Evaluation of the Board's Performance

Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the directors individually considering various aspects of the board's functioning such as adequacy of the composition of the Board and its committee(s), board culture, experience & competencies, execution and performance of specific duties & obligations, governance etc.

Separate exercise was carried out to evaluate the performance of each of the individual directors including the board's chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders' interest etc.

The evaluation of the Independent Directors was carried out by the entire board excluding Independent Directors and that of the Chairman and the performance evaluation of the NonIndependent Director and the board as a whole was carried out by the Independent Directors.

The performance evaluation of the Executive Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Managing Director and other NonExecutive Director(s).

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the board and its committees with the Company. This may be considered as a statement under provisions of Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014. As at closure of the financial year, the board of your Company is composed with proper number of Executive and NonExecutive Director(s).

IV. Remuneration Policy

The Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy has been approved by the Nomination & Remuneration Committee and the board. More details on the same have been given in the corporate governance report.

The Policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees can be accessed on website of the Company at the following web link: http://arfin.co.in/pdf/policies/rem uneration-of-Directors-key- managerial-personnel-and-senior- employees-policy.pdf

17. Number of Meetings of Board of Directors

The Board of Directors met 8 times during the financial year ended on March 31, 2021. The details of the board meetings and the attendance of the directors are provided in the corporate governance report, which is a part of this report.

18. Audit Committee

The Audit Committee of the Company is constituted with Mr. Hardik Shantilal Hundia as Chairman and Mr. Mukesh Shankerlal Chowdhary, Mr. Mahendra R. Shah and Mr. Jitendra S. Shah as members of the committee. All the recommendations, if any, made by the Audit Committee were accepted by the Board of Directors during the period under report. More details on the Audit Committee have been provided in the corporate governance report.

19. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted unanimously by the Non-Executive Directors of the Company. Mr. Mukesh Shankerlal Chowdhary holds position of Chairman of the committee and Mr. Hardik Shantilal Hundia and Mr. Jitendra Shankerlal Shah are members of the committee.

The Company has complied with the provisions of Regulation 19(1) of the SEBI (Listing Obligation and Disclosure Requirement) 2015 w.e.f. July 04, 2020. The Policy, required to be formulated by the Nomination and Remuneration Committee, under Section 178(3) of the Companies Act, 2013 is uploaded on the Company's website at the following web link: http://arfin.co.in/pdf/policies/remu neration-of-Directors-key- managerial-personnel-and-senior- employees-policy.pdf

More details on the committee have been provided in the corporate governance report.

Committee

In order to redress the grievances of stakeholders timely and in efficient manner and as statutorily required, the Company has formulated a committee named Stakeholder Relationship Committee which is headed by Mr. Mukesh Shankerlal Chowdhary as Chairman and is further constituted with Mr. Mahendra R. Shah, Mrs. Pushpa M. Shah and Ms. Hetal Koradia as members of the committee.

More details on the committee have been provided in the corporate governance report.

21.Internal Complaints Committee (ICC)

The Company has in place an AntiSexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is gender neutral and provides the employees safety against harassment, if any. The said policy adopted by the Company for prevention of sexual harassment at workplace is available on its website at the following web link: http://arfin.co.in/pdf/policies/prev ention-of-sexual-harassment- policy.pdf

During the financial year ended on March 31, 2021, the Company did not receive any complaint pertaining to sexual harassment.

22.Related Party Transactions

All the Related Party Transactions, if any, are being entered on arm's length basis, in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and relevant Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your directors further confirm that there were no materially significant Related Party Transactions made by the Company with promoters, directors or key managerial personnel etc. which may have potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and to the board. Omnibus approval has been obtained from Audit Committee, Board of Directors and members of the Company for the transactions with the related parties.

The policy on Related Party Transactions as approved by the board has been uploaded on the Company's website at the following weblink: http://arfin.co.in/pdf/policies/relat ed-party-transactions-policy.pdf

23.Establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company promotes ethical behavior in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behavior, improper practice, wrongful conduct taking place, actual or suspected fraud or violation of the Company's code of conduct or corporate governance policies or any improper activity to the Chairman of the Audit Committee of the Company or to the Chairman of the board. The Whistle Blower Policy has been duly communicated within the Company.

Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard. The said Vigil Mechanism/Whistle Blower Policy has been uploaded on website of the Company and can be accessed at the following web link: http://arfin.co.in/pdf/policies/vigil- mechanism-or-whistle-blower- policy.pdf

24.Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company did not provide any guarantee in respect of loans availed by any other person, under the provisions of Section 186 of the Companies Act, 2013 and Rules framed thereunder during the financial year under report. Details of loans and investments covered under the provisions of Section 186 are given in the notes forming part of the financial statements which form part of this annual report.

25. Managerial Remuneration

The Company follows a Policy on Remuneration of Directors, KMP and Senior Management Employees. The Company has paid remuneration to the Executive as well as sitting fees to the NonExecutive Directors during the financial year under report. More details on the managerial remuneration have been given in the annual return and in the corporate governance report.

26. Management Discussion and Analysis Report

A detailed analysis of the Company's performance is made in the management discussion and analysis report, which forms part of this annual report.

27. Corporate Governance Report

The Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by Law.

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. A report on corporate governance as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this annual report.

28. Code of Conduct

The Board of Directors has laid down a Code of Conduct ("Code") for the board members, managerial personnel and for senior management employees of the Company. This Code has been posted on the Company's website at http://arfin.co.in/code-conduct.html.

All the board members and senior management personnel have affirmed compliance with this code. A declaration signed by the Managing Director to this effect forms part of the corporate governance report.

The Board of Directors has also laid down a Code of Conduct for the Independent Directors pursuant to the provisions of Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to the professional conduct for Independent Directors and has been uploaded on the website of the Company at the following weblink: http://arfin.co.in/pdf/disclosures/t erms-and-conditions-of- appointment-of-independent- Directors.pdf

29. Risk Management Policy

The Company has a well-defined risk management framework in place, which provides an integrated approach for identifying, assessing, mitigating, monitoring and reporting of risks associated with the business of the Company. The Company has developed Risk Management Policy in accordance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("SEBI Listing Regulations"). It establishes various levels of accountability and overview within the Company, while vesting identified officials with responsibility for each significant risk.

The board has delegated responsibility to the Committee to monitor and review risk management, assessment and minimization procedures and to develop, implement and monitor the risk management plan and identify, review and mitigate all elements of risks which the Company may be exposed to. The Audit Committee and the board also periodically review the risk management assessment and minimization procedures.

The board takes responsibility for the overall process of risk management in the organization. Through Enterprise Risk Management Programme, business units and corporate functions address opportunities and attend the risks with an institutionalized approach aligned to the Company's objectives. This is facilitated by internal audit. The business risk is managed through cross functional involvement and communication across businesses.

A Risk Management Policy adopted by the board in this regard includes identification of elements of risks which mainly covers strategic risk, operational risk, financial risk and hazardous risks which can be accessed from the website of the Company at the following web link: http://arfin.co.in/pdf/policies/risk- management-policy.pdf

More details on the risk and concern factors have been given in the management discussion and analysis report.

30.Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 including Rules framed thereunder, during the financial year under report the Company attracted the criteria for applicability of corporate social responsibility. Accordingly, it has constituted a Corporate Social Responsibility Committee which comprises of:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - 6 of this report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The Policy is available on Company's website of the Company at the following web link: http://arfin.co.in/pdf/policies/corp orate-social-responsibility- policy.pdf

31.Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, with respect to the director's responsibility statement, it is hereby stated:

a. that in the preparation of the annual financial statements for the year ended on March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in notes to the financial statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2021 and of the profit of the Company for the year ended on that date;

c. 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;

d. that the annual financial statements for the year ended on March 31, 2021 have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that the system to ensure the compliances with the provisions of all applicable laws was in place and were adequate and operating effectively.

32. Disclosure u/s 164(2) of the Companies Act, 2013

On the basis of the written representations received from the Directors as on March 31, 2021 and taken on record by the Board of Directors, none of Directors is disqualified as on March 31, 2021 from being appointed as a Director in terms of Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

33. Transfer of Amount(s) and Shares to the Investor Education and Protection Fund

Section 124 of the Companies Act, 2013 mandates that companies shall transfer dividend(s) that remain unpaid or unclaimed for a period of seven years, from the unpaid dividend account to the Investor Education and Protection Fund.

In this respect, the stakeholders are requested to take note that Company has not yet completed seven years from its first dividend paying financial year and thus there were no dividend amounts or corresponding equity shares, which were required to be transferred to the Investor Education and Protection Fund by the Company. Information about unclaimed/unpaid dividends and unclaimed shares to be transferred to IEPF is provided in the notes to the Notice of AGM.

34. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed in terms of Section 134 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 have been given separately as Annexure - 1.

35. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2021 on its website at http://www.arfin.co.in/annual- return.html. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's Report.

36. Form AOC-2

Form AOC - 2 pursuant to clause (h) of sub Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 for disclosure of particulars of contracts/arrangements, if any, entered into by the Company with the related parties as referred in Section 188(1) of the Companies Act, 2013 for financial year ended March 31, 2021 is enclosed herewith as Annexure - 2.

37. Particulars of Employees and Remuneration

As required by the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the particulars are set out in Annexure - 3.

38. Secretarial Audit Report

The Secretarial Audit Report given by Mr. Kamlesh M. Shah, proprietor of M/s. Kamlesh M. Shah & Co., Practicing Company Secretary, Ahmedabad, for the financial year ended on March 31, 2021 is enclosed herewith as Annexure - 4.

39. Auditors Certificate on Corporate Governance

A certificate from Statutory Auditors of the Company regarding compliance of conditions of corporate governance as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure - 5.

40. Acknowledgments

Your Directors wish to convey their appreciation to all of the Company's employees for their enormous efforts as well as their collective contribution, co-operation, active participation and professionalism as all such things have collectively made the Company's growth possible.

The Directors would also like to thank the Shareholders, Customers, Dealers, Suppliers, Bankers, Government, Regulatory Authorities and all other Business Associates for their continuous support to the Company and their confidence in its management. Finally, the Directors thank you all for your continued trust and support.