A & M Febcon Ltd
Directors Reports
To,
The Members,
Your Directors have pleasure in presenting their Report on the business and operations
of the Company and the accounts for the Financial Year ended March 31, 2019.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
The Board’s Report is prepared based on the stand alone financial statements of
the company. (In Rs.)
| PARTICULAR |
2018-19 |
2017-18 |
| Total Income for the year was |
33,31,000 |
3,51,48,780 |
| Profit/(Loss) Before Depreciation And Taxes |
1,26,670 |
47,093 |
| Less: Depreciation |
- |
- |
| Net Profit/(Loss) Before Tax |
1,26,670 |
47,093 |
| Less: Provision For Tax |
- |
- |
| Deferred Tax |
- |
- |
| Profit/(Loss) After Tax |
1,26,670 |
47,093 |
2. Subsidiaries, Joint Ventures and Associate Companies
The Company doesn’t have any subsidiary or joint venture or Associate Company.
3. DIVIDEND
The Board of Directors has not recommended any dividend for the year.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.
5. TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to specific
reserves. Further, The Company has transferred amount of Rs. 1,26,670 to reserves and
surplus (free reserves)
6. CHANGE IN THE NATURE OF THE BUSINESS
During the year, there is no change in the nature of the business of the Company.
7. Register office shifting within the jurisdiction
There has been no change in registered office address of the company.
8. DIRECTORS & KEY MANAGERIAL PERSONNEL :
Mr. RENUKABEN RAMESHBHAI SHAH (DIN: 06800497) is liable to retire by rotation at
the forthcoming Annual General Meeting and, being eligible, offer herself for re-
appointment.
There are following changes in board of Director and Key Managerial Personnel during
the year
Mr. RAJESH GHANSHAYAMDAS LACHHWANI has resigned from the board w.e.f.
24/04/2018.
Ms. VRUSHA PATEL has resigned from the board w.e.f. 24/04/2018.
Mr. DHAVALBHAI PRAVINBHAI PATEL has resigned as company secretary of company
w.e.f. 24/04/2018.
Mr. TEJASBHAI HARSHADBHAI PATEL has been appointed as Chief Financial Officer of
Company w.e.f. 24/04/2019.
Mr. Devabhai Nagjibhai Desai has resigned from the post of Director and Managing
Director of the company w.e.f 05/09/2018
Mr. Yash Shaileshbhai Patel has resigned from the post of Chief Financial
Officer w.e.f. 05/09/2018.
Mr. Varun Shah was appointed as Managing Director of Company w.e.f. 10/09/2018
• Mr. TEJASBHAI HARSHADBHAI PATEL appointed as Additional Executive
Director w.e.f. 10/09/2018 and was regularised 29/09/2018
• Ms. HIRAL DIPSINH KASHELA has been appointed as Company Secretary w.e.f.
05/11/2018.
• Mrs. RUPAL VIJAY THAKKAR has been appointed as Non-executive Director
w.e.f. 20/03/2019.
• Mr. ABHISHEK LODHA has been appointed as Non-executive Director w.e.f.
23/03/2019
There are following changes in board of Director and Key Managerial Personnel After the
closure of financial year but before approval of Director's report.
Ms. HIRAL DIPSINH KASHELA has resigned as company secretary of company w.e.f.
27/05/2019.
9. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received
necessary declaration from each Independent Director confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
10. NUMBER OF BOARD MEETINGS
The Board of Directors duly met Nine (9) times on 25/04/2018, 30/05/2018, 01/09/2018,
10/09/2018, 05/11/2018, 14/11/2018, 08/01/2019, 20/03/2019 and 23/03/2019 in respect of
said meetings proper notices were given and proceedings were properly recorded and signed
in the Minute Book maintained for the purpose.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015
The Board evaluated the effectiveness of its functioning and that of the Committees and of
individual directors by seeking their inputs on various aspects of Board/Committee. The
evaluation covered functioning and composition of the Board and its committees,
understanding of the roles and responsibilities, experience, competencies, participation
at the Board and Committee meetings, corporate governance practices etc. Evaluation of the
Board and its compositions was carried out through a defined process covering the areas of
the Boards functioning viz. composition of the Board and Committees, understanding of
roles and responsibilities, experience and competencies, contribution at the meetings
12. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors’
Responsibility Statement, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit/loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors have prepared the annual accounts on a going concern basis; and
(e) The directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
13. Risk Management Policy
The Company has framework for managing its risk. It has led down detail procedure to
inform Board member about the Risk assessment and Minimization Procedure. The Company has
made the policy in this regard and the same is reviewed periodically to ensure the
management control risk through means of proper define framework.
14. Particulars of employees
Statement containing particulars of employees under rule 5 (2) of the companies
(Appointment and Remuneration of managerial Personnel) Rules, 2014 is attached herewith in
Annexure A).
15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference to
Financial Statements.
The Board has inter alia reviewed the adequacy and effectiveness of the Company’s
internal financial controls relating to its financial statements.
During the year, such Controls were tested and no reportable material weakness was
observed
16. CHANGE IN CAPITAL SRUCTURE OF COMPANY
There has been no any changes in capital structure of Company during the year.
17. MATERIAL CHANGES AND COMMITMENTS, IF ANY
There are No other material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statements relate on the date of this report.
18. ANNUAL RETURN
A Copy of Annual return shall be published on company's website i.e.
www.aandmfebcon.com
19. AUDITORS AND THEIR REPORT
STATUTORY AUDITOR
The Auditors’ Report does not contain any qualification. Notes to Accounts and
Auditors remarks in their report are self-explanatory and do not call for any further
comments.
M/S. PAREKH PAREKH AND ASSOCIATES, Chartered Accountants (FRN 132988W) has been
appointed as statutory auditors of Company till conclusion of 10th Annual General Meeting
of Company.
COST AUDITOR
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
SECRETARIAL AUDITORS
In terms of Section 204 of the Act and Rules made there under, M/s. Mehul Thakkar
and Associates, Practicing Company Secretary have been appointed as Secretarial
Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report
as "Annexure B". Board Comments on observations of secretarial audit
report as follows:
Observation : During the Year under review, Company has taken loans from persons /
entities other than those which are mentioned under rule 2(c)(i) to (xiv) of The Companies
(Acceptance of Deposits) Rules, 2014. Boards Comment: Observation: Audit Committee
is constituted, but composition is not as per the provisions of Section 177 of Companies
Act, 2013. However Composition of Audit Committee is exempt to company pursuant to
Regulation 15 of SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
as company has listed securities on SME Exchange. Boards Comment: Your Board of
Directors is looking forward to appoint Independent Director(s) in board of Company and
also in Audit Committee of board so that Composition of Audit Committee shall be as per
the provisions of Section 177 of Companies Act, 2013. Composition of Audit Committee was
as per the provisions of Section 177 of Companies Act, 2013 at starting of financial year,
due to resignation of Independent Director(s) during the year, composition has changed and
the same is not as per the provisions of Section 177 of Companies Act, 2013 Observation:
Nomination and Remuneration Committee is constituted, but composition is not as per
the provisions of Section 178 of Companies Act, 2013. However Composition of Audit
Committee is exempt to company pursuant to Regulation 15 of SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 as company has listed securities on SME
Exchange. Boards Comment: Your Board of Directors is looking forward to appoint
Independent Director(s) in board of Company and also in Nomination and Remuneration
Committee of board so that Composition of Nomination and Remuneration Committee shall be
as per the provisions of Section 178 of Companies Act, 2013. Observation: Board of
Directors of the Company is not duly constituted with proper balance of Executive
Directors, Non-Executive Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during the period under review were
not carried out in compliance with the provisions of the Act as Board of Directors of the
Company is not duly constituted as per provisions of section 149 of Companies act, 2013 Boards
Comment: Your Board of Directors is looking forward to appoint such number of Non
Executive and / or Independent Director(s) in board of Company so that Composition of
should be in with proper balance as per provisions of section 149 of Companies Act, 2013.
20. FINANCE ACCOUNTS
Unless otherwise stated the Accounts of the Company have been drawn up on Accrual Basis
and under historical cost convention.
These financial statements have been prepared to comply with the generally Accepted
Accounting Principles in India (Indian GAAP), including the Accounting Standards notified
under the relevant provisions of the Companies Act, 2013
21. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section
73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance
of Deposit) Rules, 2014 during the period under review. Hence, the requirement for
furnishing the details of deposits which are not in compliance with Chapter V of the Act
is not applicable.
22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In terms of rule (9) of the Companies (Accounts) Rules, 2014 The Company has not
developed and implemented any Corporate Social Responsibility initiatives as the said
provisions are not applicable.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
During the year, the Company has not given any loan, guarantee or provided security in
connection with the loan to any other body corporate or person or made any investments
hence no particulars of the loans, guarantees or investments falling under the provisions
of Section 186 of the Companies Act, 2013 are provided by the Board.
25. RELATED PARTY TRANSACTIONS
During the year no contracts or arrangements were made with related parties falling
under the purview of Section 188 of the Companies Act, 2013
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.
26. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There is no significant and material order was passed by regulators or courts or
tribunals impacting the going concern status and company’s operations in future.
27. Frauds noticed/ reported
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013 during the year under review.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
A. CONSERVATION OF ENERGY:
I. the steps taken or impact on conservation of energy : Nil
II. the steps taken by the company for utilising alternate sources of energy : None
III. the capital investment on energy conservation equipments : Nil
B. TECHNOLOGY ABSORPTION:
I. the efforts made towards technology absorption : None
II. The benefits derived like product improvement, cost reduction, product
development or import substitution: None
III. in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)-
a) The details of technology imported: None
b) The year of import: N.A.
c) Whether the technology been fully absorbed: N.A.
d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof:
N.A.
e) The expenditure incurred on Research and Development: Nil
C. THERE WAS NO FOREIGN EXCHANGE INFLOW OR OUTFLOW DURING THE YEAR UNDER REVIEW
29. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’
RELATIONSHIP COMMITTEE
Audit Committee
Constitution & Composition of Audit Committee:
Our Company has formed the Audit Committee vide resolution passed in the meeting of
Board of Directors held on April 25, 2017 as per the applicable provisions of the Section
177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as
amended).
The composition of the Audit Committee and details of meetings attended by the members
of the Audit Committee are given below:
| Name |
Designation |
Category |
No. of Meetings held during the Period |
|
|
|
Held |
Attended |
| Amit P Kadiya |
Chairman |
Independent Director |
2 |
2 |
| Renukaben R. Shah |
Member |
Non executive Director |
2 |
2 |
Nomination and Remuneration Committee:
Constitution & Composition of Nomination and Remuneration Committee:
Our Company has formed the Nomination and Remuneration Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) vide board resolution dated April 25, 2017 . The
Nomination and Remuneration Committee comprises the following members:
| Name |
Designation |
Category |
No. of Meetings held during the Period |
|
|
|
Held |
Attended |
| Amit P. Kadiya |
Chairman |
Independent Director |
2 |
2 |
| Renukaben R. Shah |
Member |
Non executive Director |
2 |
2 |
The Policy of nomination and Remuneration committee has been place on the website of
the company at www.aandmfebcon.com and the salient features of the same has been disclosed
under "Annexure
C"
Stakeholders Relationship Committee:
Constitution & Composition of Stakeholders Relationship Committee:
Our Company has formed the Stakeholders Relationship Committee as per Section 178 and
other applicable provisions of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) vide board resolution dated April 25, 2017.
The constituted Stakeholders Relationship Committee comprises the following members:
| Name |
Designation |
Category |
No. of Meetings held during the |
|
|
|
|
Period |
|
|
|
Held |
Attended |
| Renukaben R. Shah |
Chairman |
Non executive Director |
2 |
2 |
| Amit P. Kadiya |
Member |
Independent Director |
2 |
2 |
30. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and analysis Report as Required under Regulation 34 and Schedule
V of SEBI(Listing obligations and Disclosure Requirements) Regulations, 2015 forms an
integral part of this
Report, and provides the companies’ current working and future outlook of as per "
Annexure D" 31. CORPORATE GOVERNANCE
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)
Regulation, 2015, Report on Corporate Governance is not applicable to the Companies which
is listed on SME Exchange, Therefore report on Corporate Governance is not applicable to
our Company hence
Company has not obtained a Certificate from a Practicing Company Secretaries certifying
the same.
32. Compliance with applicable Secretarial Standards
The Company has devised proper system to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively
33. Disclosure under Sexual Harassment of Women Workplace (Prevention, Prohibition and
Redressal)
Act, 2013
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. the
Company has constituted committee called "Internal Complaints Committee" to
ensure safe workplace environment, which covers all employees whether permanent,
contractual, trainees, temporary etc.
34. Vigil Mechanism:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013
read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI
(LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides
for a vigil mechanism that encourages and supports its Directors and employees to report
instances of illegal activities, unethical behavior, actual or suspected, fraud or
violation of the Company’s Code of Conduct or Ethics Policy. It also provides for
adequate safeguards against victimization of persons who use this mechanism and direct
access to the Chairman of the Audit Committee in exceptional cases.
35. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the continuous support
received from the Members, customers, suppliers, bankers, various statutory bodies of the
Government of India and the Company’s employees at all levels.
|
For and on behalf of Board |
|
A & M FEBCON LIMITED |
| DATE: 10/08/2019 |
|
| PLACE: AHMEDABAD |
|
| SD/- |
SD/- |
| VARUN JIGNESHKUMAR SHAH |
TEJASBHAI HARSHADBHAI PATEL |
| DIN: 07740874 |
DIN: 08218720 |
| Managing Director |
Director and CFO |
ANNEXURE-A
Particulars of Employees
Disclosure under rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) rules, 2014.
1. The ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year 2018-19.
| Sr. No. |
Name of the Director |
Remuneration (Per Annum) |
Ratio |
| 1 |
Mr. Varun Shah |
0 |
NA |
|
(Managing Director) From 10/09/2018 |
|
|
| 2 |
Mr. Devabhai Nagjibhai Desai |
0 |
NA |
|
(Managing Director) till 05/09/2018 |
|
|
| 3 |
Mr. Tejasbhai Harshadbhai Patel |
0 |
NA |
|
(Executive Director) From 10/09/2018 |
|
|
| 4 |
Mrs. Renukaben Shah |
0 |
NA |
|
(Non Executive Director) |
|
|
| 5 |
Mr. Abhishek Lodha |
0 |
NA |
|
(Non Executive Director) From 23/03/2019 |
|
|
| 6 |
Mrs. Rupal Thakkar |
0 |
NA |
|
(Non Executive Director) From 20/03/2019 |
|
|
| 7 |
Mr. Amit P. Kadiya |
0 |
NA |
|
(Independent Director) |
|
|
| 8 |
Mr. Rajesh G. Lachhwani |
0 |
NA |
|
(Independent Director) till 24/04/2018 |
|
|
| 9 |
Ms. Vrusha Patel |
0 |
NA |
|
(Independent Director) till 24/04/2018 |
|
|
2. The percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year
2018-19.
| Sr. No. |
Name of the Director/KMP |
Designation |
% Increase |
| 1. |
Mr. Varun Shah |
Managing Director |
NA |
|
|
(From 10/09/2018) |
|
| 2. |
Mr. Devabhai Nagjibhai Desai |
Managing Director |
NA |
|
|
(till 05/09/2018) |
|
| 3. |
Mr. Tejasbhai Harshadbhai Patel |
Executive Director |
NA |
|
|
(From 10/09/2018) |
|
| 4. |
Mrs. Renukaben Shah |
Non Executive Director |
NA |
| 5. |
Mr. Abhishek Lodha |
Non Executive Director |
NA |
|
|
(From 23/03/2019) |
|
| 6. |
Mrs. Rupal Thakkar |
Non Executive Director |
NA |
|
|
(From 20/03/2019) |
|
| 7. |
Mr. Amit P. Kadiya |
Independent Director |
NA |
| 8. |
Mr. Rajesh G. Lachhwani |
Independent Director |
NA |
|
|
(till 24/04/2018) |
|
| 9. |
Ms. Vrusha Patel |
Independent Director |
NA |
|
|
(till 24/04/2018) |
|
| 10. |
Mr. Yash Shaileshbhai Patel |
CFO |
NA |
|
|
(Till 05/09/2018) |
|
| 11. |
Mr. Tejasbhai Harshadbhai Patel |
CFO |
NA |
|
|
(From 24/04/2019) |
|
| 12. |
Mr. DHAVALBHAI PRAVINBHAI PATEL |
Company Secretary |
NA |
|
|
(Till 24/04/2018) |
|
| 13. |
Ms. HIRAL DIPSINH KASHELA |
Company Secretary |
NA |
|
|
(From 05/11/2018 to |
|
|
|
27/05/2019) |
|
* NA _______________________
3. The percentage increase in the median remuneration of employees in the financial
year 2018-19.
The percentage increase in the median remuneration of employees in the financial year
2018-19 is 33.33%
4. The number of permanent employees on the rolls of company in the Financial Year
2018-19.
The Company has 9 permanent employees on company’s rolls;
Note: The details of the Employees who have served the Company for at least 12 Months
as on 31.03.2019 are taken into consideration.
5. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration; Average
remuneration increase for non-managerial personnel of the Company during the financial
year was 33.33% and the average remuneration increase for the managerial personnel is not
applicable as no Remuneration was given to any managerial personnel.
6. Affirmation that the remuneration is as per the remuneration policy of the company.
It is affirmed that the remuneration paid is as per the remuneration policy of the
company.
7. It is hereby confirmed that None of the employee is employed:
• having in receipt of remuneration of more than or equal to rupees one crore two
lakhs per annum;
• having in receipt of remuneration of more than or equal to rupees eight lakh and
fifty thousand rupees per month;
• having in receipt of remuneration which is in excess of remuneration drawn by
Managing Director / Whole time director and holds by himself or along with his spouse and
dependent children, not less than two percent of the equity shares of the company.
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