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A & M Febcon Ltd.

BSE: 540697 Sector: Engineering
NSE: N.A. ISIN Code: INE319X01018
BSE 00:00 | 16 Aug 8.99 -0.31
(-3.33%)
OPEN

9.30

HIGH

9.30

LOW

8.61

NSE 05:30 | 01 Jan A & M Febcon Ltd
OPEN 9.30
PREVIOUS CLOSE 9.30
VOLUME 24000
52-Week high 11.00
52-Week low 3.68
P/E 899.00
Mkt Cap.(Rs cr) 8
Buy Price 8.40
Buy Qty 8000.00
Sell Price 9.25
Sell Qty 8000.00
OPEN 9.30
CLOSE 9.30
VOLUME 24000
52-Week high 11.00
52-Week low 3.68
P/E 899.00
Mkt Cap.(Rs cr) 8
Buy Price 8.40
Buy Qty 8000.00
Sell Price 9.25
Sell Qty 8000.00

A & M Febcon Ltd. (AMFEBCON) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Board's Report is prepared based on the stand alone financial statements of thecompany.

(In Rs.)
PARTICULAR 2017-18 2016-17
Total Income for the year was 35148780 100110967
Profit/(Loss) Before Depreciation And Taxes 47093 7387617
Less: Depreciation - 569482
Net Profit/(Loss) Before Tax 47093 6818135
Less: Provision For Tax - 1795806
Deferred Tax - 393218
Profit/(Loss) After Tax 47093 4629111

2. DIVIDEND

The Board of Directors has not recommended any dividend for the year.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

4. TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to reserves.

5. CHANGE IN THE NATURE OF THE BUSINESS

During the year there is no change in the nature of the business of the Company.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL :

• Mr. Varun J. Shah is liable to retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer herself for re- appointment.

7. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from each Independent Director confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met fourteen (6) times on 08/04/2017 15/05/201708/06/2017 11/09/2017 14/11/2017 and 13/02/2018 in respect of said meetings propernotices were given and proceedings were properly recorded and signed in the Minute Bookmaintained for the purpose.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015The Board evaluated the effectiveness of its functioning and that of the Committees and ofindividual directors by seeking their inputs on various aspects of Board/Committee. Theevaluation covered functioning and composition of the Board and its committeesunderstanding of the roles and responsibilities experience competencies participationat the Board and Committee meetings corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined processcovering the areas of the Boards functioning viz. composition of the Board and Committeesunderstanding of roles and responsibilities experience and competencies contribution atthe meetings

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY

• During the Period under review The Company has issued 1813430 bonus equityShares face value of Rs. 10/- each fully paid up in the ratio of 1 Equity Shares for every2 Existing Equity Share held by capitalizing security premium account and partly balancelying in the Profit & Loss Account.

• During the period under review the Company has came out with an initial PublicOffer of 3712000 Equity shares of Rs. 10/- each at a price of Rs. 18/- per share(Including Premium of Rs. 8/- per shares)

13. MATERIAL CHANGES AND COMMITMENTS IF ANY

• During the Period under review The Company has received trading approval fortotal 9152289 equity shares on BSE SME Platform w.e.f. 14/09/2017.

• Except as mentioned above there are No other material changes and commitmentsaffecting the financial position of the Company occurred between the end of the financialyear to which this financial statements relate on the date of this report.

14. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3)(a) read with Section92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management andAdministration) Rules 2014 in Form MGT-9is annexed herewith as "Annexure- A"

15. AUDITORS AND THEIR REPORT

• STATUTORY AUDITOR

Pursuant to the provisions of Section 139(8) of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 M/s. G M C A & Co. Chartered Accountantsthe Statutory Auditors of the Company have been appointed w.e.f 24th May 2018to fill the casual vacancy caused by the resignation of M/s. S. P. Parekh & Co. tohold the office of Statutory Auditor until the conclusion of ensuing Annual GeneralMeeting.

The Company has received a confirmation from the said Auditors that they are notdisqualified to act as the Auditors and are eligible to hold the office as Auditors of theCompany.

Therefore the board of your company has proposed to appoint M/s. G M C A & Co.Chartered accountant as the Statutory Auditors of the Company to hold office for a periodof 5 consecutive years commencing from the conclusion of 5th Annual GeneralMeeting till the conclusion of 10th Annual General Meeting of the Company with no furtherneed for ratification at every Annual General Meeting to be held during the said period atsuch remuneration as shall be fixed by the Board of Directors of the Company inconsultation with them

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

• COST AUDITOR

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 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 andAssociates Practicing Company Secretary have been appointed as Secretarial Auditor of theCompany. The report of the Secretarial Auditor is enclosed to this report as"Annexure - B". The report is self-explanatory.

16. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules 2014 The Company has notdeveloped and implemented any Corporate Social Responsibility initiatives as the saidprovisions are not applicable.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

20. RELATED PARTY TRANSACTIONS

During the year no contracts or arrangements were made with related parties fallingunder the purview of Section 188 of the Companies Act 2013

There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.

21. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts ortribunals impacting the going concern status and company's operations in future.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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 eforts made towards technology absorption : None

II. The benefits derived like product improvement cost reduction product developmentor import substitution: None

III. in case of imported technology (imported during the last three years reckoned fromthe 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 reasonsthereof: 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

23. AUDIT COMMITTEE/NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE

• Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee vide resolution passed in the meeting ofBoard of Directors held on April 25 2017 as per the applicable provisions of the Section177 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 (asamended) and also to comply with Regulation 18 of SEBI Listing Regulations (applicableupon listing of Company's Equity Shares).

The composition of the Audit Committee and details of meetings attended by the membersof the Audit Committee are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Rajesh G. Lachhwani Chairman Independent Director 2 2
Amit P Kadiya Member 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 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 19 of SEBI ListingRegulations (applicable upon listing of Company's Equity Shares) vide board resolutiondated April 25 2017. The Nomination and Remuneration Committee comprises the followingmembers:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Amit P. Kadiya Chairman Independent Director 1 1
Vrusha Patel Member Independent Director 1 1
Renukaben R. Shah Member Non executive Director 1 1

The Policy of nomination and Remuneration committee has been place on the website ofthe company at www.aandmfebcon.com and the salient features of the same has been disclosedunder "Annexure -C"

• Stakeholders Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 andother applicable provisions of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 (as amended) and also to comply with Regulation 20 of SEBI ListingRegulations (applicable upon listing of Company's equity shares) vide board resolutiondated 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 1 1
Amit P. Kadiya Member Independent Director 1 1

24. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and ScheduleV of SEBI(Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of thisReport and provides the companies' current working and futureoutlook of as per "Annexure - D"

25. 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 whichis listed on SME Exchange Therefore report on Corporate Governance is not applicable toour Company hence Company has not obtained a Certificate from a Practicing CompanySecretaries certifying the same.

26. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.

For and on behalf of Board

DATE: 01/09/2018 SD/- SD/-
PLACE: AHMEDABAD Yash S. Patel Devabhai Desai
Director Managing Director