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Amalgamated Electricity Company Ltd.

BSE: 501622 Sector: Others
NSE: N.A. ISIN Code: INE492N01022
BSE 00:00 | 20 Sep 16.50 -0.85
(-4.90%)
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NSE 05:30 | 01 Jan Amalgamated Electricity Company Ltd
OPEN 17.70
PREVIOUS CLOSE 17.35
VOLUME 128
52-Week high 33.00
52-Week low 12.26
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.70
CLOSE 17.35
VOLUME 128
52-Week high 33.00
52-Week low 12.26
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amalgamated Electricity Company Ltd. (AMALGAMATEDELEC) - Director Report

Company director report

Your Directors present the EIGHTY-FIFTH ANNUAL REPORT of your Companytogether with the Audited Statements of Accounts for the year ended 3151 March2020.

1. FINANCIAL RESULTS Amount ( Rs. .)

Year ended 31st March 2020 Year ended 31st March 2019
Profit/Loss for the year (3756385) (1383952)
Less: Provision for Current Tax
Total (3756385) (1383952)
Less: Prior Year Tax adjustments - -
Less: Additional Depreciation pursuant to enactment of Companies Act 2013 -
Add: Balance of Profit brought forward (83.87458) (70.03506)
Balance carried to Balance Sheet _ (12143843) (83.87.458)

2. COVID-19

In the last month of FY 2020 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lock-downs of all economic activity.For the Company the focus immediately shifted to ensuring the health and well-being ofall employees consisting of switching to work from home for employees was carried outseamlessly. As of March 31 2020 work from home was enabled to close to 90 percent of theemployees to work remotely and securely. Although there are uncertainties due to thepandemic a the business model position the Company well to navigate the challenges aheadand gain market

3. DIVIDEND

In view of the accumulated losses the Directors do not recommend anydividend for the year under report.

4. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business of the Company.

5. MANAGEMENT ANALYSIS

The Company is exploring diversification into allied activities withinthe ambit of the Objects Clause in the Memorandum of Association.

6. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATEOF THE BOARD REPORT

There has been no material change between the end of the Financial Yearand the date of the Board Report.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

There are adequate internal control procedures commensurate with thesize of the Company and the nature of its business for the purchase of inventory andfixed assets and for the sale of goods.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES

As on the date of this Report the Company has no Subsidiary or JointVenture.

9. ASSOCIATE COMPANIES

As on the date of this Report there is no Associate Company.

10. FIXED DEPOSITS

The Company has not invited/accepted any deposits from the publicduring the year ended 31st March 2020.

11. AUDITORS

The Company s Auditors Messrs Mayur Mahesh Shah & Co. CharteredAccountants were appointed as statutory auditors of the company from the conclusion ofthe Eighty Third Annual General Meeting of the Company held on 14-08-2018 till theconclusion of the Eighty Eight Annual General Meeting to be held in the year 2023. Theyhave confirmed their eligibility under section 141 of the Act and the rules framedthereunder for reappointment as Auditors of the Company as required under SEBIregulations the Auditors have also confirmed that they hold a valid certificate issued bythe peer review Board of the Institute of Chartered Accountants of India.

There are no observations (including any qualification reservationadverse remark or disclaimer) of the Auditors in their Audit Report that may call for anyexplanation from the Directors

12. SHARE CAPITAL

Sub division of Equity Shares of Face Value of ? 10/- each into Equity Shares of FaceValue of ? 51- each

Pursuant to the approval of shareholders of the Company through Extra Ordinary GeneralMeeting dated 27th September 2019 the nominal face value of equity shares ofthe Company was sub-divided from ? 10/- per equity shares to ? 5/- per equity shareregulatory provisions and procedures were completed on 11th November 2019 andthe equity shares were sub divided w.e.f. 11h November 2019. To facilitatethis sub-division shareholders were issued 2 equity shares of ? 5 each in lieu of 1equity share of ? 10 each held by them as on the record date i.e. 11thNovember 2019 fixed for this purpose

13. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return prepared in Form MGT-9 in pursuance of Section 92 ofthe Companies Act 2013 is annexed as Annexure I and forms part of this Report.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The nature of business being retailing providing information with regard toconservation of energy and technology absorption as required under Section 134 of theCompanies Act 2013 and the Rules thereunder and forming part of this Report does notarise for your Company.

Further the Company neither used nor earned any foreign exchange during the year underreport.

15. CORPORATE SOCIAL RESPONSIBILITY

Since the Company's net worth as well as its net profits are both below theminimum prescribed limits the provisions of clause (o) of Section 134(3) of the CompaniesAct 2013 read together with Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 do not apply and hence disclosures on Corporate Social Responsibility are notrequired to be given.

16. DIRECTORS:

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149 (6) of the Companies Act 2013 and Clause 49of the Listing Agreement.

Mr. Nitin Velhal Whole Time Director of the Company and Mr. Satyen Dalai Director ofthe Company have tendered their resignation to the company w.e.f 19-06-2020. The Board ofDirectors of the company expressed their gratitude towards the efforts of the directors.

Mr. Milan B. Dalai Director (DIN 00062453) retires at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 2019-2020 the Board of Directors met 5 times viz. on 24hApril 2019 30th May 2019 09th August 2019 11thNovember 2019 and 25th January 2020

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not granted any loans secured or unsecured to companies firms orother parties covered in the register maintained under Section 189 of the Companies Act2013 and hence no information is required to be furnished.

Details of investments in all bodies corporate are given in Note No.4 in the FinancialStatements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company's contract with related parties are given in Note No. 19 of theFinancial Statement has not entered into any contract or arrangement with related parties.

20. MANAGERIAL REMUNERATION

The Key Managerial Personnel are not paid any remuneration.

21. SECRETARIAL AUDIT REPORT

M/s Sanjay Soman & Associates Company Secretaries in Whole-time Practice Mumbaiwere appointed Secretarial Auditors of the Company pursuant to the provisions of Section204 of the Companies Act 2013 and the Rules made thereunder.

The Secretarial Audit Report issued by M/s Sanjay Soman & Associates is annexed as AnnexureII and forms part of this Report.

The said Report does contain observations by the secretarial auditor in relation tocomplying with various provisions of the Companies Act 2013 and SEBi(LODR) Regulation2018

The Board of Director of the company have already started to comply with the provisionsof the company Act 2013 and SEBI (LODR) Regulations 2018 in relation to the observationsgiven by the Secretarial Auditor.

22. CORPORATE GOVERNANCE CERTIFICATE

The provisions pertaining to Corporate Governance do not apply to theCompany and hence the Company is not required to furnish any certificate with regard toCorporate Governance.

23. RISK MANAGEMENT POLICY

The provisions pertaining to Corporate Governance do not apply to theCompany and hence the Company is not required to furnish any report regarding RiskManagement Policy.

24. PARTICULARS OF EMPLOYEES

During the year under report there was no employee of the categorymentioned in Section 134 of the Companies Act 2013 and the Rules thereunder and henceinformation in this regard is not required to be furnished.

25. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its ownperformance. Committees of the Board and individual Directors pursuant to the provisionsof the Act and Securities and Exchange Board of India ("SEBi") (ListingObligations and Disclosure Requirements) Regulation 2015. The Board reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee Meetings likepreparedness on the issue to be discussed meaningful and constructive contribution andinputs in Meetings. The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee Members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc. In a separate meetingof Independent Directors performance of non-independent Directors was evaluated.

26. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Sections 134(3)(c) and 134(5) of the Companies Act2013 the Directors hereby confirm that:

1 In the preparation of the Annual Accounts the applicable accountingstandards have been followed.

2. They have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year covered under this Report and of the profit of the Company for the year.

3. They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts have been prepared on a going concern basis.

5. They have laid down internal financial controls to be folfowed bythe Company and that such internal financial controls are adequate and were operatingeffectively.

6. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.

27. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of theco-operation and diligent efforts of the employees of your Company.

Form MR3: Secretarial Audit Report

UD1N F004146B000559283 For the year 2019-20

( pursuant to the section 204(1 )of the Companies Act 2013 and the rule9 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 Readwith the applicable regulations of SE6l (Listing obligations and Disclosure

Requirements) Regulations of 2015]

To

The Members

Amalgamated Electricity Co Ltd Bhupen Chambers Ground Floor Unit 1Dalai Street

Fort Mumbai 400 001

CIN: L31100MH1936PLC002497

A. We have undertaken the Secretarial Audit of statutory provisions andthe adherence to good corporate practices by' AECL' {'the Company). SecretarialAudit process has been conducted for the year 2019-20 during the period of nation- wideLockdown which was imposed along with complete curfew as per article 144 of constitutionof India due to COVID 19 pandemic situation.

Hence the process adopted to suite the situation in a manner thatprovided us a reasonable basis for verification of (he documents filings and otherrecords maintained by the company; shared mostly in the soft-form/ scanned or inelectronic media with the help of internet for the purpose of evaluating the corporateconduct of the Board and management of the company adherence to the applicable statutoryprovisions and its compliances and expressing our opinion thereon.

B. Based on our verification of the Company's papers documents returns forms and other information memorandums filed with regulators other records maintainedby the Company and also the information provided by the company its officers agents andauthorized representatives during the conduct of Secretarial Audit we hereby report thatin our opinion the Company has during the audit period covering the financial year endedMarch 312020 ("the financial year") complied with the statutory provisions ofcompanies act 2013 its obligations under various applicable SEBI guidelines as listedbelow and also that the Company has followed proper Board processes and compliancemechanism as per records in place to the extent in the manner and subject to thereporting by us in this context.

C. We have examined the books papers minutes books the forms andreturns filed and other records maintained by the Company for the financial year endedMarch 312020 as per provisions of:

I) The Companies Act.20l3 (the Act) and the Rules made there under readwith notifications explanations and clarifications thereto:

II) The Securities Contracts (Regulation) Act. I956 (SCRA) and theRules made there under:

Ilf) The Depositories Act 1996 and the Regulations and Bye-laws framedthere under;

IV) The following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act 1992 (SEBI Act):

(a) The SEBI (Substantial Acquisition of Shares and Takeovers)Regulations.20II as amended from time to time.

-No such activity is reported during the period under Audit

(b) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations" 2015. as amended from time to time.

- No such activity is reported during the period under Audit till theshares were listed again on BSE after a suspension for public trading.

(c) The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations. 2009 as

amended from time to time.

-So far as the regulations are applicable to the Company during thefinancial year since the Company has not raised any money from the public but had relistedits shares on BSE and also processed split of face value of shares from Rs 10 to Rs 5 perequity share.

(d) Ail other regulations issued by SEBI such as Employee based shareslisting of corporate debts delisting of shares buy back of shares etc . were notapplicable and hence not considered for the financial year.

V) Other significant policies and regulations specifically applicableto the Company including:

(i) Secretarial Standards issues by ICSI SS 1 and 2

(ii) Depositories Regulations applicable to R&T Agent appointed bythe company

(iii) The SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. as amended from time to time and with the circulars issued thereunder.

THE AMALGAMATED ELECTRICITY COMPANY LIMITED

During the financial year the Company has generally complied with theprovisions of the Act Rules" Regulations Guidelines etc. mentioned herein above.

VI) And together with special sanctions and notifications issued byMCAand SEBI for the specific period under circumstances of COVID 19 since March 252020so far as applicable till date of this report:

D. With standing the comments upon examination of records We reportthat:

1. The Board of Directors of the Company ("the Board") isduly constituted with proper balance of Executive Directors Non- Executive DirectorsIndependent Directors and Woman Director in terms of Companies Act 2013 and Regulation 17of The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

2. Adequate notice has been given to all directors to schedule theBoard Meetings during the financial year under review Agenda and detailed notes on agendawere sent properly before the scheduled meeting. A system exists for seeking and obtainingfurther information and clarifications on the agenda items before the meeting and formeaningful participation at the meeting.

3. All the decisions were carried out with proper vote-count noted inthe minutes. As per minutes of the meetings none of the members of the Board haveexpressed dissenting views on any of the agenda items during the financial year.

4. The Company has obtained approval of shareholders under RegulationI7 (6) (e) of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015through postal ballot in respect of the Split of the face value of shares and its listingon BSE and duly complied with the process of split of the face value and re issue /re listthe equity shares as per BSE guidance.

E. We further report that:

1. there are adequate systems and processes followed in the Company bythe Whole Time Director CFO Company Secretary Internal Auditor and Committees ofDirectors; duly appointed by the Board of Directors commensurate with the size andoperation of the company to monitor and ensure compliance with applicable laws rulesregulations and guidelines .

2. On adequacy of compliance with other applicable laws includingindustry/sector specific laws under both Central and State legislations the reliance hasbeen placed on the Compliance Certificate issued by the Company Secretary and Whole TimeDirector at each Board meetings and on the report received by the Company as part of theCompany's Compliance Management and Reporting System.

3. Based on the aforesaid internal compliance certificates we are ofthe opinion that the company has generally complied with the following:

i) . Compliance under Local Governing Body's regulationsapplicable for the company to conduct its business such as Shop and

Establishment Licenses Registration of office address payment oftaxes and cess etc.

ii) . Compliance under employees related acts such as Provident fundESIC payment of wages Act Minimum wages Act

Contract labour and Child Labour (Regulation and Abolition) Act andother related legislations.

iii) . Deposit of taxes relating to Income Tax GST Act and otherapplicable taxes including Tax deducted at source etc

However the cases of disputed tax liabilities of amounts are broughtup to notice of Board by the Report of Auditors of the company in their Notes to Accounts'forming an integral part of the Financial Statement for the financial year and alsodisclosed in their Audit Report

iv) . The procedure prior and after the appointment of independentDirectors and a Whole Time Director as related with their

qualifications and experience and remuneration were considered throughthe respective committees formed by the company.

F. The self-declarations by the individual directors forms filed inrespect of events with MCA and minutes of the committees and the Board were relied upon tothe extent of this report as made available in the soft form together with ManagementRepresentation letter signed by the Director of the company.

G. The company has been advised to suitably develop the electronicsupport systems and keep the requisite data related with routine compliance with CompaniesAct SEBI regulations as well as Stock Exchange reporting norms ;for the sake ofavailability of the same for the management and moreover for ensuring the ease ofcompliance reporting and also for regulatory audit purpose such as new norms on InsiderTrading regulations as applicable to the listed companies etc.

H. Enclosed : Annexure A.

For Sanjay Soman & Associates

Prop. Sanjay Soman CP 817

UDIN F004146B000559283

Date 13.Aug.2020

Mumbai

.