A AND M JUMBO BAGS LIMITED
BHAGWATI RICE MILL
OPP. HP PETROL PUMP
AHMEDABAD GUJARAT 382426.
Your Directors have pleasure to present their Seventh report together with the AuditedAccounts for the financial year ended 31st March 2018.
1. Financial Performance:
|Particulars ||Financial Year ||Financial Year |
| ||2017-18 ||2016-17 |
|Revenue from operations ||61539477 ||52393431 |
|Add: Other Income ||119979 ||- |
|Total revenue ||61659456 ||52393431 |
|Less: Total Expenses ||56258229 ||48465854 |
|[before depreciation] || || |
|Profit before depreciation and Tax ||5401227 ||3927577 |
|Less: Depreciation ||562108 ||595798 |
|Profit Before Tax ||4839119 ||3331779 |
|Less: Total Tax Expenses ||1342512 ||1151918 |
|Profit After Tax ||3496607 ||2179861 |
|Earnings Per Share ||2.00 ||12.82 |
2. Subsidiaries Joint Ventures and Associate Companies
The Company doesn't have any subsidiary or joint venture or Associate Company.
3. Directors and Key Managerial Personnel:
There are following changes in the management of the company during the Financial Year.
a) VISHNUBHAI SUNDERLAL PARIKH has resigned from the Board of Directors on 24/08/2017.
b) VARUN JIGNESHKUMAR SHAH has been appointed on 11/08/2017 as an additional Directorof the company.
c) VARUN JIGNESHKUMAR SHAH has been regularized as Director of the Company on21/09/2017.
d) Mr. PRATISH CHIMANLAL SHAH has been appointed as Managing Director of the companywith effect from 25th September 2017.
e) The Board appointed Mr. DHAVAL MUKESHBHAI PAREKH as the Company Secretary andCompliance Officer with effect from 25th September 2017.
f) The Board appointed Mr. HUSENBHAI SADIKBHAI SARAIYA as the Chief Financial Officerwith effect from 25th September 2017.
g) Mr. NALIN VADILAL SHAH was appointed as an Independent Director of the Company witheffect from 29th September 2017
h) VIPUL BHIKHUBHAI PATEL has been appointed on 29/09/2017 as Independent Director ofthe company.
i) VIPUL BHIKHUBHAI PATEL has resigned from the Board of Directors on 18/10/2017.
j) Mr. JANAK PRAKASHBHAI PATEL was appointed as an Additional and Independent Directorwith effect from 18th October 2017.
4. 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 inAnnexure A).
In order to conserve resources Your Directors do not propose to recommend any dividendfor the year under consideration.
6. Material Changes.
During the Year The Company has converted from private limited company topublic limited vide resolution passed in Extra-ordinary general meeting of members held on09th September 2017 and Certificate of the same has been issued by Registrar ofCompanies Ahmedabad on 25th September 2017.
During the year Company has made Initial Public Offer (IPO) of 616000 equityshares of Face Value of rupees 10/- each at issue price of rupees 65/- (including Sharepremium of rupees 55/- per share). The said issue was open from 29th January2018 to 03rd February 2018 and the allotment of equity shares pursuant to saidIPO was done on 07th February 2018.
Changes after closure of the year and before signing of board report.
1. PRATISH CHIMANLAL SHAH has resigned from the post of Managing Director and Directorwith effect from 30th August 2018.
2. GITA PARESH PATEL has resigned from the post of Director with effect from 30thAugust 2018.
3. ZALAK PURVESH PARIKH has been appointed as an additional director with effect from30th August 2018.
4. BALWANTSINGH UJAGARSINGH PANNU has been appointed as an additional director witheffect from 30th August 2018.
There have been no other material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
7. Finance Accounts:
a. Unless otherwise stated the Accounts of the Company have been drawn up on AccrualBasis 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 AccountingStandards notified under the relevant provisions of the Companies Act 2013.
8. Details of Adequacy of Internal Financial Controls:
The Company has adequate Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls.
9. Register office shifting within the jurisdiction:
The registered office of the company has been changed from "TIRTH" OPP:APSARA CINEMA KANKARIA AHMEDABAD GUJARAT 380028 INDIA to BLOCK NO.-100 BHAGWATI RICEMILL OPP. HP PETROL PUMP JETALPUR DASKROI AHMEDABAD GUJARAT 382426 INDIA with effectfrom 21st September 2017.
10. Particulars Of Contracts Or Arrangements Made With Related Parties:
There is no related Party transaction entered during the Financial Year 2017-18.
The Company has not invited/ accepted or renewed any Public Deposits under theprovisions of section 73 of the Companies Act 2013 and the Rules made there under.
12. Board Evaluation:
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased 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.
13. Statutory Auditors :
During the year M/S SORABH JAIN & ASSOCIATES Chartered Accountants hastendered their resignation with effect from 18th July 2017 due to preoccupancyand other circumstances. Upon resignation the company has appointed M/s. S.P.PAREKH &CO. Chartered Accountants (FRN: 132253W) as Statutory Auditors for the financial year2017-18 in Extra-ordinary General Meeting of members held on 25th August 2017.
Further M/s. S.P.PAREKH & CO. Chartered Accountants (FRN: 132253W) hastendered their resignation effective from 17th April 2018 due to pre-occupancyand company has appointed M/s. G M C A & CO. Chartered Accountants (FRN: 109850W) asStatutory Auditors for the financial year 2017-18 in Extraordinary General Meeting ofmembers held on 19th May 2018.
The Company's Auditors M/s. G M C A & CO. Chartered Accountants (FRN:109850W) Ahmedabad will retire at the ensuing Annual General meeting of the Company andupon recommendation of Audit Committee and eligibility & willingness to accept officeas shown by M/S. PAREKH PAREKH AND ASSOCIATES Chartered Accountants (FRN 132988W) TheMembers are requested to appoint M/S. PAREKH PAREKH AND ASSOCIATES Chartered Accountants(FRN 132988W) as per the resolution proposed in accordance with section 139 of CompaniesAct 2013.
There has been no qualification reservation or adverse remark or declaimer madeby statutory auditor.
14. Extract of Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure Band is attached to this Report.
15. Risk Management Policy:
The Company has framework for managing its risk. It has led down detail procedure toinform Board member about the Risk assessment and Minimization Procedure. The Company hasmade the policy in this regard and the same is reviewed periodically to ensure themanagement control risk through means of proper define framework.
16. Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo:
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 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 ofenergy by optimizing the consumption of power and fuel.
Technology absorption & Foreign Exchange Earnings and Outgo-
The Company has no activities relating to technology absorption and Foreign ExchangeEarnings and Outgo.
17. Corporate Social Responsibility:
The Board of Directors of the company confirms that the provisions of Section 135(1) ofthe company act 2013 is not applicable to your company during the year under review.
18. Change In The Nature Of Business :
There is no change in the nature of the business of the company during the financialyear 2017-18.
19. Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of interdependence as prescribed under theprovisions of the Companies Act 2013 read with schedules and rules issued thereunder. andsame is Annexure "C" herewith.
20. 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 havebeen followed along with proper explanation relating to material departures.
b) That the Directors have selected such accounting policies & applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2018 and of the profit and loss account for the year ended 31st March2018.
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 lawswere in place and that such systems were adequate and operating effectively; and f) Thoseproper internal financial controls were laid down and that such internal financialcontrols are adequate and were operating effectively.
21. In respect of Frauds noticed/ reported:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013 during the year under review.
22. Number of board meetings of the board:
During the Financial Year Thirteen board meetings were held; dates of meetings are asfollows;
|Sr. Number ||Date of Board Meeting |
|1. ||30/06/2017 |
|2. ||28/07/2017 |
|3. ||11/08/2017 |
|4. ||18/08/2017 |
|5. ||24/08/2017 |
|6. ||18/09/2017 |
|7. ||21/09/2017 |
|8. ||25/09/2017 |
|9. ||30/09/2017 |
|10. ||03/10/2017 |
|11. ||18/10/2017 |
|12. ||07/02/2018 |
|13. ||10/03/2018 |
23. SHARE CAPITAL
There has been following changes in authorized issued and paid up capital sharecapital of the company during the year.
The authorized share capital of the company increase from rupees 1700000/-divided into 170000 equity shares of face value of rupees 10/- each to rupees20000000/- divided into 2000000 equity shares of face value of rupees 10/- each videresolution passed in extra-ordinary general meeting dated 09th September 2017.
During the year under review company has allotted 762500 equity shares atissue price of rupees 16/- each (including premium of rupees 6/- per equity share) uponconversion of unsecured loan into equity on 3rd October 2017.
The Company has allotted 204000 equity shares by way of bonus issue on 3rdOctober 2017 in proportion of 6 equity shares for against 5 paid up equity shares held ason 24th August 2017.
The Company has appointed M/s. Bigshare services Private Limited as theRegistrar and Share Transfer Agent of the Company.
The Company has issued and allotted 616000 equity shares through initialpublic offer date of allotment of said equity shares was 7th February 2018 andthe same was listed on NSE Emerge Platform of National Stock Exchange of India w.e.f. 12thFebruary 2018.
24. Audit Committee:
The Audit Committee consist of following members:
1. Mr. VARUN JIGNESHKUMAR SHAH Non-executive director. 2. Mr. JANAK PRAKASHBHAIPATEL Independent Director. 3. Mr. NALIN VADILAL SHAH Independent Director.
[The Committee members are as on date of Closure of year i.e. 31st March2018.]
25. Vigil Mechanism:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read 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 providesfor a vigil mechanism that encourages and supports its Directors and employees to reportinstances of illegal activities unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or Ethics Policy. It also provides for adequatesafeguards against victimization of persons who use this mechanism and direct access tothe Chairman of the Audit Committee in exceptional cases.
26. Nomination and Remuneration Policy:
The Company's policy on the appointment and remuneration of Directors and KeyManagerial Personnel provides a framework based on which our human resources managementaligns their recruitment plans for the strategic growth of the Company. The Nomination andRemuneration policy is provided herewith as at Annexure-D pursuant to provisions ofSection 178(4) of the Companies Act 2013.
Nomination remuneration committee Consist of following members;
1. Mrs. GITA PARESH PATEL Non executive Director
2. Mr. JANAK PRAKASHBHAI PATEL - Independent Director
3. Mr. NALIN VADILAL SHAH - Independent Director.
[The Committee members are as on date of Closure of year i.e. 31st March2018.]
27. Corporate Governance:
The compliance with the corporate governance provisions as specified in regulations 17to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V are not applicable to the Company as the Company's securities are listed on SMEPlatform (Pursuant to Regulation 15 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015)
28. Management Discussion and analysis:
The Management Discussion and Analysis forms part of this Annual report is annexed withAnnexure E.
29. Compliance with applicable Secretarial Statndards:
The Company has devised proper system to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
30. Other Disclosures:
The Company is not required to get its cost records audited for the financialyear 2017-18.
The Company has transferred amount of Rs. 3496607 to reserves and surplus.
None of the directors are disqualified under section 164 of Companies Act 2013.
31. Disclosure under Sexual Harassment of Women Workplace (Prevention Prohibition andRedressal) Act 2013.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. theCompany has constituted committee called "Internal Complaints Committee" toensure safe workplace environment which covers all employees whether permanentcontractual trainees temporary etc
32. Significant Material order Passed by the regulators:
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
33. Particulars of Loans Guarantees and Investments
The Company has not granted any loan or provided any guarantee or made any investmentexceeds the limit specifies in section 186(2) of the Companies Act 2013.
34. Secretarial Auditor:
M/s Mehul Thakkar & Associates Practicing Company Secretaries Ahmedabad has beenappointed by board as a secretarial auditor of Company for Financial Year 2017-18. Therehas been no qualification reservation or adverse remark or declaimer made by secretarialauditor. The Secretarial Audit report for Financial Year is attached herewith. (AnnexureF)
35. Internal Auditor:
M/s. BABUBHAI PATEL & ASSOCIATES Chartered Accountants (FRN 100816W) has beenappointed by board as a Internal Auditor of company for Financial Year 2017-18.
The Board wishes to place on record its gratitude for the co-operation and assistanceextended by the Bankers Departments of State Governments. We on behalf of the Companyassure 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 : 30/08/2018 ||VARUN JIGNESHKUMAR SHAH ||ZALAK PURVESH PARIKH |
| ||DIN: 07740874 ||DIN: 06545622 |
| ||DIRECTOR ||ADDITIONAL DIRECTOR |