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A and M Jumbo Bags Ltd.

BSE: 535046 Sector: Industrials
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A and M Jumbo Bags Ltd. (AMJUMBO) - Director Report

Company director report








Your Directors have pleasure to present their ninth report togetherwith 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 27089576 26873778 58431778 58332778
Add: Other Income 9743253 9743253 3153332 2765813
Total revenue 36832829 36617031 61585110 61098591
Less: Total Expenses [before depreciation] 36375903 34766259 59295064 58457871
Profit before depreciation and Tax 1853832 1850772 2290046 2284745
Less: Depreciation 1396909 1396909 1928770 1928770
Profit Before Tax 456926 453863 361276 355975
Less: Total Tax Expenses 126831 126830 339472 339471
Profit After Tax 330095 327033 21804 16504
Earnings Per Share 0.03 0.03 0.0 0.0

Revenue from operations of company has decreased by about 55% over theprevious 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 Aand M Jumbo Bags Limited. Nanuan Finance Private Limited is Non-Banking Finance Companyand its registered office is situated in KURALI ROAD ROPAR PUNJAB.

In accordance with section 129(3) of the Companies Act 2013 theCompany has prepared consolidated financial statements of the Company which forms part ofthe Annual Report. Pursuant to the provision of the section 129(3) of the Companies Act2013 a statement containing salient features of the financial statements of the Company'ssubsidiaries in form AOC-1 is attached herewith as "Annexure - A" to thefinancial statement of the Company. The statement also provides the details of performanceand financial position of the subsidiary of the Company The Company doesn't have any jointventure or Associate Company.

3. Cash flow and Consolidated financial statements:

As required under regulation 34 of the SEBI (LODR) Regulations 2015 aCash Flow Statement forms part of Annual Report and also the Company has also consolidatedits Accounts with subsidiary company.

4. Directors and Key Managerial Personnel:

There are following changes in the Board of the company during theFinancial Year.

1. Mr. NALIN VADILAL SHAH has resigned as Independent Director of thecompany with effect from 16th September 2020.

2. Mr. MANAN THOTHAWALA has been appointed as Independent director ofthe company with effect from 11th July 2020.

3. Mr. SAMIRBHAI PATEL has been appointed as Chief Financial Officer ofthe company with effect from 11th July 2020.

All the Directors of the Company have confirmed that they are notdisqualified from being appointed as Directors in terms of Section 164 of the CompaniesAct 2013

5. Annual Return:

A Copy of Annual return shall be published on company's website

6. Particulars of employees:

Statement containing particulars of employees under rule 5 (2) of thecompanies (Appointment and Remuneration of managerial Personnel) Rules 2014 is attachedherewith in Annexure B).

7. Dividends:

Your Directors do not propose to recommend any dividend for the yearunder consideration.

8. Material Changes.

• During the year under the company has allotted 3490000 equityshares through preferential allotment

Changes after closure of the year and before signing of board report.

Mrs. Zalak Parikh Managing Director of company has been abscondingfrom 29th July 2021 and further the board has received notice from shareholdersregarding removal of Mrs. Zalak Parikh from the board of directors and board approved theremoval of Mrs. Zalak Parikh subject to approval of Shareholders.

9. Finance Accounts:

a. Unless otherwise stated the Accounts of the Company have been drawnup on Accrual Basis and under historical cost convention.

b. These financial statements have been prepared to comply with thegenerally Accepted Accounting Principles in India (Indian GAAP) including the AccountingStandards 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 thesize scale and complexity of its operations. The Internal Audit Department monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective 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 Year2020-21. Except mentioned in Audit report Note 18.

13. Deposits:

The Company has not invited/ accepted or renewed any Public Depositsunder the provisions of section 73 of the Companies Act 2013 and the Rules made thereunder.

14. Board Evaluation:

The Companies Act 2013 states that a formal annual evaluation needs tobe made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The evaluation of all the directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board. The Board approved theevaluation results as collated by the nomination and remuneration committee. None of theindependent directors are due for re-appointment.

15. Statutory Auditors and Auditors' report :

• Auditors' qualification / remark on standalone financialstatement:

(i) Company has defaulted in repayment of principal and interest ofvarious loans from banks and NBFC during the year. It includes defaults in repayment ofterm loan CC A/c car loan All unsecured loan from various NBFCs. We are unable tomention amount of overdue in absence of details and information provided to us for theverification.

(ii) Company has defaulted in payment of statutory dues like TDSliability of the year of Rs. 72654/-

(iii) Also Jobwork income of Rs. 9634512/- shown as indirect incomefor the same supporting documents has not been provided to us for verification and GSTliability of Rs. 1734212/- @ 18% on the same has not been created in books and also notpaid.

(iv) Also tds liability of Rs. 66370/- u/s 194C @ 2% on shedconstruction jobwork of Rs. 3318488/- has not been created in books of account and alsonot paid for during the year and supporting documents of job work also has not beenprovided to us for the verification.

(v) Income tax liability (excluding interest u/s 234A 234B and 234 Cof income tax act) of Rs. 4733219/- for the year 2018-19 and liability of Rs. 398149/- forthe financial year 2019-20 is also pending to pay as on reporting date.

(vi) We have not been provided statements of Gujarat Mercantile bankloan 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 loanduring the year for verification and we have relied upon management certificates for thesame.

Board Comment:

-Turnover / sales of company has been decreased by almost 55% andcompany is currently facing liquidity issue it is the main reason that the Company hasdefaulted in repayment of principal and interest of various loans from banks and NBFCduring the year and also not able to pay TDS Liability.

-Due to less sales of manufacturing products company has taken job workfor income generation hence the same is shown in indirect income moreover board is incontinuous try for payment GST and statutory dues.

- In the matter of providing of documents Mrs. Zalak Parikh - ManagingDirector who is absconding since July 2021 has intentionally not provided documents toauditors

• There has been no any Auditors' qualification / remark onconsolidated financial statement.

16. Risk Management Policy:

The Company has framework for managing its risk. It has led down detailprocedure to inform Board member about the Risk assessment and Minimization Procedure. TheCompany has made the policy in this regard and the same is reviewed periodically to ensurethe management control risk through means of proper define framework.

17. Conservation Of Energy Technology Absorption Foreign ExchangeEarnings And Outgo:

The information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134(3) (m) ofthe 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 inconsumption of energy by optimizing the consumption of power and fuel. As a measure ofpower 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 andForeign Exchange Earnings and Outgo.

18. Corporate Social Responsibility:

The Board of Directors of the company confirms that the provisions ofSection 135(1) of the company act 2013 is not applicable to your company during the yearunder review.

19. Change In The Nature Of Business :

There is no change in the nature of the business of the company duringthe financial year 2020-21.

20. Declaration by Independent Directors:

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of interdependence asprescribed under the provisions of the Companies Act 2013 read with schedules and rulesissued thereunder and same is Annexure "C" herewith.

Pursuant to Ministry of Corporate affair's four new rules as on 22ndOctober 2019 namely Data Bank Notification relating to IICA Companies (Accounts)Amendments Rules 2019 Companies (Creation and Maintenance of Databank of IndependentDirectors) Rules 2019 and Companies (Appointment and Qualification of Directors) FifthAmendment Rules 2019 all the existing Independent Directors have registered themselveswith Indian Institute of Corporate Affairs.

21. Directors' responsibility statement as per section 134 (5) ofcompanies act 2013:

It is hereby stated that:

a) That in the preparation of annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures.

b) That the Directors have selected such accounting policies &applied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the profit and loss account for the year ended 31st March2021.

c) That the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a goingconcern basis.

e) that proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively; and

f) Those proper internal financial controls were laid down and thatsuch 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 underSection 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 ofmeetings 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


There has been following changes in authorized issued and paid upcapital share capital of the company during the year.

• During the year Company has allotted 3490000 equity shares byway 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. 31stMarch 2021.] During the Financial Year there are three meetings held of Audit committee asfollows:

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 theCompanies 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 BlowerPolicy which provides for a vigil mechanism that encourages and supports its Directorsand employees to report instances of illegal activities unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It alsoprovides for adequate safeguards a gainst victimization of persons who use this mechanismand 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 Directorsand Key Managerial Personnel provides a framework based on which our human resourcesmanagement aligns their recruitment plans for the strategic growth of the Company. TheNomination and Remuneration policy is provided herewith as at Annexure-D pursuantto 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. 31stMarch 2021.]

During the Financial Year there are Three meetings held of Nominationremuneration 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 inregulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V are not applicable to the Company as the Company'ssecurities are listed on SME Platform (Pursuant to Regulation 15 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015)

29. Management Discussion and analysis:

The Management Discussion and Analysis forms part of this Annual reportis annexed with Annexure E.

30. Compliance with applicable Secretarial Standards:

The Company has devised proper system to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

31. Other Disclosures:

• The Company is not required to maintain cost records asspecified by the Central Government under subsection (1) of section 148 of the CompaniesAct 2013 for the financial year 2020-21.

• The Company has transferred amount of Rs. 16504 to reserves andsurplus (free reserves).

• None of the directors are disqualified under section 164 ofCompanies Act 2013.

32. Disclosure under Sexual Harassment of Women Workplace (PreventionProhibition and Redressal) Act 2013.

During the year under review there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.the Company has constituted committee called "Internal Complaints Committee" toensure safe workplace environment which covers all employees whether permanentcontractual trainees temporary etc

33. Significant Material order Passed by the regulators:

No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

34. Particulars of Loans Guarantees and Investments

The Company has not granted any loan or provided any guarantee or madeany 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 SecretariesAhmedabad has been appointed by board as a secretarial auditor of Company for FinancialYear 2020-21. There has been no qualification reservation or adverse remark or declaimermade by secretarial auditor.

Qualifications reservation or adverse remark or declaimer madesecretarial auditor are as follows:

(a) There has been defaults for non-filing of ROC e-forms within thetimeline provided under the provisions in case of below matters.

E-Form AOC-4 XBRL MGT-7 for Annual filing of the Company has not beenfiled for year ended 31/03/2020. DIR-12 (Regularization of Additional Directors) has notbeen filed for Mr. Jaypalsinh Vaghela and Mr. Manan Thothawala

MGT-14 has not been filed for preferential allotment with regards tothe board meeting held on 12th November 2020.

MGT-14 has not been filed for preferential issue with regards to theboard meeting held on 12th November 2020.

(b) As per the Compliances provided in Secretarial Standards there hasbeen irregularity in maintaining minutes which have been duly regularized during theyear.

(c) As per the compliances in the Secretarial Standards-2 as well asper the listing regulations of SEBI the company's website is non-operational; thereby nonotices or reports have been duly uploaded on the website of the Company.

(d) No Managerial Remuneration in compliance with Section 197 has beenprovided to Directors Managing Director/Whole time Director.

(e) With regards to the provisions of the Companies Act 2013 whereinthe Company has taken various loan from banks and NBFCs but the company has defaulted inrepayment of term loan CC a/c car loan and other unsecured loan reference of the sameis mentioned in the audit report of the Company.

(f) Company has made defaults in payment of statutory dues of TDSIncome Tax GST during the year

(g) The Company has not been maintaining proper books of accounts andother documentation so audit has been conducted based on the management declarations.

(h) It has been observed that the term loans taken by the Company werenot utilized for the purpose it was borrowed.

Board Comments on secretarial audit report:

(i) During the process of secretarial audit Mrs. Zalak Parikh has beenabsconded and due to this arranging documents and providing the same was not possible bythe management.

(ii) Due to decrease in sales the board has not provided managerialremuneration to directors during the year.

(iii) Some e-forms which are required to be filed with Registrar areleft for filing and board will file the same with Registrar of companies in upcomingperiod.

The Secretarial Audit report for Financial Year is attached herewith. (AnnexureG)

36. Acknowledgement:

The Board wishes to place on record its gratitude for the co-operationand assistance extended by the Bankers Departments of State Governments. We on behalf ofthe Company assure the shareholders that company will make every effort to meet theiraspirations.

For & on Behalf of Board of Directors


Place : Ahmedabad SD/- SD/-
DIN:07740874 DIN:08211395