A and M Jumbo Bags Ltd
Directors Reports
To,
Members,
A AND M JUMBO BAGS LIMITED BLOCK NO.-100,
BHAGWATI RICE MILL,
OPP. HP PETROL PUMP,
JETALPUR, DASKROI,
AHMEDABAD GUJARAT - 382426.
Your Directors have pleasure to present their ninth report together
with the Audited Accounts for the financial year ended 31st March 2021
1. Financial Performance:
| Particulars |
Financial Year 2020-21 |
Financial Year 2020-21 |
Financial Year 2019-20 |
Financial Year 2019-20 |
|
Consolidated |
Standalone |
Consolidated |
Standalone |
| Revenue from operations |
2,70,89,576 |
2,68,73,778 |
5,84,31,778 |
5,83,32,778 |
| Add: Other Income |
97,43,253 |
97,43,253 |
31,53,332 |
27,65,813 |
| Total revenue |
3,68,32,829 |
3,66,17,031 |
6,15,85,110 |
6,10,98,591 |
| Less: Total Expenses [before depreciation] |
3,63,75,903 |
3,47,66,259 |
5,92,95,064 |
5,84,57,871 |
| Profit before depreciation and Tax |
18,53,832 |
18,50,772 |
22,90,046 |
22,84,745 |
| Less: Depreciation |
13,96,909 |
13,96,909 |
19,28,770 |
19,28,770 |
| Profit Before Tax |
4,56,926 |
4,53,863 |
3,61,276 |
3,55,975 |
| Less: Total Tax Expenses |
1,26,831 |
1,26,830 |
3,39,472 |
3,39,471 |
| Profit After Tax |
3,30,095 |
3,27,033 |
21,804 |
16,504 |
| Earnings Per Share |
0.03 |
0.03 |
0.0 |
0.0 |
Revenue from operations of company has decreased by about 55% over the
previous year.
Profit after tax of company has been increased significantly.
2. Subsidiaries, Joint Ventures and Associate Companies
Nanuan Finance Private Limited is a wholly owned subsidiary of A
and M Jumbo Bags Limited. Nanuan Finance Private Limited is Non-Banking Finance Company
and its registered office is situated in KURALI ROAD ROPAR PUNJAB.
In accordance with section 129(3) of the Companies Act, 2013, the
Company has prepared consolidated financial statements of the Company, which forms part of
the Annual Report. Pursuant to the provision of the section 129(3) of the Companies Act,
2013, a statement containing salient features of the financial statements of the Company's
subsidiaries in form AOC-1 is attached herewith as "Annexure - A" to the
financial statement of the Company. The statement also provides the details of performance
and financial position of the subsidiary of the Company The Company doesn't have any joint
venture or Associate Company.
3. Cash flow and Consolidated financial statements:
As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a
Cash Flow Statement forms part of Annual Report and also the Company has also consolidated
its Accounts with subsidiary company.
4. Directors and Key Managerial Personnel:
There are following changes in the Board of the company during the
Financial Year.
1. Mr. NALIN VADILAL SHAH has resigned as Independent Director of the
company with effect from 16th September 2020.
2. Mr. MANAN THOTHAWALA has been appointed as Independent director of
the company with effect from 11th July 2020.
3. Mr. SAMIRBHAI PATEL has been appointed as Chief Financial Officer of
the company with effect from 11th July 2020.
All the Directors of the Company have confirmed that they are not
disqualified from being appointed as Directors in terms of Section 164 of the Companies
Act, 2013
5. Annual Return:
A Copy of Annual return shall be published on company's website i.e.
www.aandmjumbobags.com
6. 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 B).
7. Dividends:
Your Directors do not propose to recommend any dividend for the year
under consideration.
8. Material Changes.
• During the year under the company has allotted 34,90,000 equity
shares through preferential allotment
Changes after closure of the year and before signing of board report.
Mrs. Zalak Parikh, Managing Director of company has been absconding
from 29th July 2021 and further the board has received notice from shareholders
regarding removal of Mrs. Zalak Parikh from the board of directors and board approved the
removal of Mrs. Zalak Parikh subject to approval of Shareholders.
9. Finance Accounts:
a. Unless otherwise stated the Accounts of the Company have been drawn
up on Accrual Basis and under historical cost convention.
b. 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.
10. Details of Adequacy of Internal Financial Controls:
The Company has adequate Internal Control System, commensurate with the
size, scale and complexity of its operations. The Internal Audit Department monitors and
evaluates the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies at all locations of
the Company. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls.
11. Register office shifting within the jurisdiction:
There has been no change in registered office address of the company.
12. Particulars Of Contracts Or Arrangements Made With Related Parties:
There is no related Party transaction entered during the Financial Year
2020-21. Except mentioned in Audit report Note 18.
13. Deposits:
The Company has not invited/ accepted or renewed any Public Deposits
under the provisions of section 73 of the Companies Act, 2013 and the Rules made there
under.
14. Board Evaluation:
The Companies Act, 2013 states that a formal annual evaluation needs to
be made by the Board of its own performance and that of its committees and individual
directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation
of independent directors shall be done by the entire Board of Directors, excluding the
director being evaluated. The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The Board approved the
evaluation results as collated by the nomination and remuneration committee. None of the
independent directors are due for re-appointment.
15. Statutory Auditors and Auditors' report :
• Auditors' qualification / remark on standalone financial
statement:
(i) Company has defaulted in repayment of principal and interest of
various loans from banks and NBFC during the year. It includes defaults in repayment of
term loan, CC A/c, car loan, All unsecured loan from various NBFCs. We are unable to
mention amount of overdue in absence of details and information provided to us for the
verification.
(ii) Company has defaulted in payment of statutory dues like TDS
liability of the year of Rs. 72654/-
(iii) Also Jobwork income of Rs. 9634512/- shown as indirect income,
for the same supporting documents has not been provided to us for verification and GST
liability of Rs. 1734212/- @ 18% on the same has not been created in books and also not
paid.
(iv) Also tds liability of Rs. 66370/- u/s 194C @ 2% on shed
construction jobwork of Rs. 3318488/- has not been created in books of account and also
not paid for during the year and supporting documents of job work also has not been
provided to us for the verification.
(v) Income tax liability (excluding interest u/s 234A, 234B and 234 C
of income tax act) of Rs. 4733219/- for the year 2018-19 and liability of Rs. 398149/- for
the financial year 2019-20 is also pending to pay as on reporting date.
(vi) We have not been provided statements of Gujarat Mercantile bank
loan, HDFC car loan, Hero Fincorp term loan, Cosmos cooperative bank (closed), Dena bank
(closed), SBI current account (closed) and Statement from all NBFCs for unsecured loan
during the year for verification and we have relied upon management certificates for the
same.
Board Comment:
-Turnover / sales of company has been decreased by almost 55% and
company is currently facing liquidity issue, it is the main reason that the Company has
defaulted in repayment of principal and interest of various loans from banks and NBFC
during the year and also not able to pay TDS Liability.
-Due to less sales of manufacturing products company has taken job work
for income generation, hence the same is shown in indirect income, moreover board is in
continuous try for payment GST and statutory dues.
- In the matter of providing of documents, Mrs. Zalak Parikh - Managing
Director, who is absconding since July 2021, has intentionally not provided documents to
auditors
• There has been no any Auditors' qualification / remark on
consolidated financial statement.
16. 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.
17. Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo:
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are:
Conservation of Energy-
The Company is on a continuous basis striving to achieve economy in
consumption of energy by optimizing the consumption of power and fuel. As a measure of
power conservation, the company has initiated installing LED based electric utilities.
Technology absorption & Foreign Exchange Earnings and Outgo-
The Company has no activities relating to technology absorption and
Foreign Exchange Earnings and Outgo.
18. Corporate Social Responsibility:
The Board of Directors of the company confirms that the provisions of
Section 135(1) of the company act, 2013 is not applicable to your company during the year
under review.
19. Change In The Nature Of Business :
There is no change in the nature of the business of the company during
the financial year 2020-21.
20. Declaration by Independent Directors:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of interdependence as
prescribed under the provisions of the Companies Act, 2013 read with schedules and rules
issued thereunder and same is Annexure "C" herewith.
Pursuant to Ministry of Corporate affair's four new rules as on 22nd
October, 2019 namely Data Bank Notification relating to IICA, Companies (Accounts)
Amendments Rules, 2019, Companies (Creation and Maintenance of Databank of Independent
Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Fifth
Amendment Rules, 2019, all the existing Independent Directors have registered themselves
with Indian Institute of Corporate Affairs.
21. Directors' responsibility statement as per section 134 (5) of
companies act, 2013:
It is hereby stated that:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures.
b) That the Directors have selected such accounting policies &
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 as at 31st
March 2021 and of the profit and loss account for the year ended 31st March,
2021.
c) That the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going
concern basis.
e) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively; and
f) Those proper internal financial controls were laid down and that
such internal financial controls are adequate and were operating effectively.
22. In respect of 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.
23. Number of board meetings of the board:
During the Financial Year, Seven board meetings were held; dates of
meetings are as follows;
| Sr. Number |
Date of Board Meeting |
| 1. |
11/07/2020 |
| 2. |
31/07/2020 |
| 3. |
21/08/2020 |
| 4. |
02/09/2020 |
| 5. |
09/10/2020 |
| 6. |
07/11/2020 |
| 7. |
09/11/2020 |
| 8. |
12/11/2020 |
| 9. |
12/02/2021 |
24. SHARE CAPITAL
There has been following changes in authorized, issued and paid up
capital share capital of the company during the year.
• During the year, Company has allotted 34,90,000 equity shares by
way of Preferential allotment.
25. Audit Committee:
The Audit Committee consist of following members:
1. Mr. VARUN JIGNESHKUMAR SHAH - Non-executive director. Chairman
2. Mr. JAYPALSIN H VAGHELA - Independent Director.
3. Mr. MANAN THOTHAWALA - Independent Director.
[The Committee members are as on date of Closure of year i.e. 31st
March 2021.] During the Financial Year there are three meetings held of Audit committee as
follows:
| Sr. Number |
Date of Board Meeting |
| 1. |
31/07/2020 |
| 2. |
09/11/2020 |
26. 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 a gainst victimization of persons who use this mechanism
and direct access to the Chairman of the Audit Committee in exceptional cases.
27. Nomination and Remuneration Policy:
The Company's policy on the appointment and remuneration of Directors
and Key Managerial Personnel provides a framework based on which our human resources
management aligns their recruitment plans for the strategic growth of the Company. The
Nomination and Remuneration policy is provided herewith as at Annexure-D pursuant
to provisions of Section 178(4) of the Companies Act, 2013.
Nomination remuneration committee Consist of following members;
1. Mr. BALWANTSINGH UJAGARSINGH PANNU - Non executive Director
2. Mr. JAYPALSINH VAGHELA - Independent Director
3. Mr. MANAN THOTHAWALA - Independent Director - Chairman
[The Committee members are as on date of Closure of year i.e. 31st
March 2021.]
During the Financial Year there are Three meetings held of Nomination
remuneration committee as follows:
| Sr. Number |
Date of Board Meeting |
| 1. |
11/07/2020 |
| 2. |
31/07/2020 |
| 3. |
09/11/2020 |
28. Corporate Governance:
The compliance with the corporate governance provisions as specified in
regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and
para C, D and E of Schedule V are not applicable to the Company as the Company's
securities are listed on SME Platform (Pursuant to Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015)
29. Management Discussion and analysis:
The Management Discussion and Analysis forms part of this Annual report
is annexed with Annexure E.
30. 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.
31. Other Disclosures:
• The Company is not required to maintain cost records, as
specified by the Central Government under subsection (1) of section 148 of the Companies
Act, 2013 for the financial year 2020-21.
• The Company has transferred amount of Rs. 16504 to reserves and
surplus (free reserves).
• None of the directors are disqualified under section 164 of
Companies Act, 2013.
32. 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
33. Significant Material order Passed by the regulators:
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
34. Particulars of Loans, Guarantees and Investments
The Company has not granted any loan or provided any guarantee or made
any investment exceeds the limit specifies in section 186(2) of the Companies Act, 2013.
35. Secretarial Auditor:
M/s M K Chokshi & Associates, Practicing Company Secretaries,
Ahmedabad has been appointed by board as a secretarial auditor of Company for Financial
Year 2020-21. There has been no qualification, reservation or adverse remark or declaimer
made by secretarial auditor.
Qualifications, reservation or adverse remark or declaimer made
secretarial auditor are as follows:
(a) There has been defaults for non-filing of ROC e-forms within the
timeline provided under the provisions in case of below matters.
E-Form AOC-4 XBRL, MGT-7 for Annual filing of the Company has not been
filed for year ended 31/03/2020. DIR-12 (Regularization of Additional Directors) has not
been filed for Mr. Jaypalsinh Vaghela and Mr. Manan Thothawala
MGT-14 has not been filed for preferential allotment with regards to
the board meeting held on 12th November, 2020.
MGT-14 has not been filed for preferential issue with regards to the
board meeting held on 12th November, 2020.
(b) As per the Compliances provided in Secretarial Standards, there has
been irregularity in maintaining minutes, which have been duly regularized during the
year.
(c) As per the compliances in the Secretarial Standards-2 as well as
per the listing regulations of SEBI, the company's website is non-operational; thereby no
notices or reports have been duly uploaded on the website of the Company.
(d) No Managerial Remuneration in compliance with Section 197 has been
provided to Directors, Managing Director/Whole time Director.
(e) With regards to the provisions of the Companies Act, 2013, wherein
the Company has taken various loan from banks and NBFCs, but the company has defaulted in
repayment of term loan, CC a/c, car loan and other unsecured loan, reference of the same
is mentioned in the audit report of the Company.
(f) Company has made defaults in payment of statutory dues of TDS,
Income Tax, GST during the year
(g) The Company has not been maintaining proper books of accounts and
other documentation so audit has been conducted based on the management declarations.
(h) It has been observed that the term loans taken by the Company were
not utilized for the purpose it was borrowed.
Board Comments on secretarial audit report:
(i) During the process of secretarial audit, Mrs. Zalak Parikh has been
absconded and due to this arranging documents and providing the same was not possible by
the management.
(ii) Due to decrease in sales, the board has not provided managerial
remuneration to directors during the year.
(iii) Some e-forms, which are required to be filed with Registrar, are
left for filing and board will file the same with Registrar of companies in upcoming
period.
The Secretarial Audit report for Financial Year is attached herewith. (Annexure
G)
36. Acknowledgement:
The Board wishes to place on record its gratitude for the co-operation
and assistance extended by the Bankers, Departments of State Governments. We on behalf of
the Company assure the shareholders that company will make every effort to meet their
aspirations.
|
For & on Behalf of Board
of Directors |
|
A AND M JUMBO BAGS LIMITED |
| Place : Ahmedabad |
SD/- |
SD/- |
| Date :02/11/2021 |
VARUN JIGNESHKUMAR SHAH |
BALWANTSINGH UJAGARSINGH PANNU |
|
DIN:07740874 |
DIN:08211395 |
|
DIRECTOR |
DIRECTOR |
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