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Angel Fibers Ltd.

BSE: 541006 Sector: Industrials
NSE: N.A. ISIN Code: INE339Z01011
BSE 00:00 | 17 Nov 7.30 0
(0.00%)
OPEN

7.50

HIGH

7.50

LOW

7.30

NSE 05:30 | 01 Jan Angel Fibers Ltd
OPEN 7.50
PREVIOUS CLOSE 7.30
VOLUME 20000
52-Week high 9.24
52-Week low 3.60
P/E
Mkt Cap.(Rs cr) 18
Buy Price 7.35
Buy Qty 4000.00
Sell Price 8.62
Sell Qty 4000.00
OPEN 7.50
CLOSE 7.30
VOLUME 20000
52-Week high 9.24
52-Week low 3.60
P/E
Mkt Cap.(Rs cr) 18
Buy Price 7.35
Buy Qty 4000.00
Sell Price 8.62
Sell Qty 4000.00

Angel Fibers Ltd. (ANGELFIBERS) - Director Report

Company director report

Dear Shareholders'

Your Directors have pleasure in presenting their 05thAnnual Report on thebusiness and operations of the Company and the Audited Financial Statements for thefinancial year ended March 31 2019.

1. Performance Highlights (Standalone)

Your Company has performed during the reporting period as follows:

(In Rs.)
Particulars FY 2018-19 FY 2017-18
Revenue from operations 1326762117.00 820333748.00
Other income 42298024.00 43198158.00
Total revenue 1369060141.00 863531906.00
EBITDA 165357578.00 147806732.00
EBITDA margin % 12.08% 17.11%
Less:
Finance Costs 34924554.00 17740913.00
Depreciation 116876744.00 84046189.00
Profit before tax exceptional and extraordinary items 13556280.00 46019630.00
Add/(Less): Exceptional/Extraordinary income/(expense) 0.00 0.00
Profit before tax 13556280.00 46019630.00
Less: Taxes on income 8173453.00 2511676.00
Profit after tax 5382827.00 43507954.00
PAT margin % 0.39% 5.03%
EPS - Basic 0.22 1.74
EPS - Diluted 0.22 1.74

Note: Previous year's figures have been regrouped/reclassified wherever necessary tocorrespond with the current year's classification/disclosure.

2. Transfer to Reserves

The Company has not transferred any amounts to Reserves during the period under review.

3. Share Capital

The paid-up equity share capital of the Company as at 31st March 2019 isRs. 250000000.00 consists of 25000000 equity shares of Rs. 10 each.

There is no change in the share capital of the Company during the period under review.

4. Dividend

The Company has not proposed any dividend during the period under review.

5. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The Company has introduced various measures to reduce energy consumption and installthe latest technologies.

Total energy consumption

The Company has introduced various measures to reduce energy consumption and installthe latest technologies.

Total energy consumption

Purchased 2018-19 2017-18
Units (nos.) 16956040.00 11447380.00
Total amount (Rs.) 256840088.00 73932103.00
Rate per unit (Rs.) 15.14 6.45
Generated Nil Nil

6. Subsidiaries Joint Ventures and Associates

The Company does not have any subsidiaries joint ventures or associates in the periodunder review.

7. Significant Events After Balance Sheet Date

There have been no significant events after the Balance Sheet date which requires anydisclosure.

8. Change in the nature of business

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

9. Deposits

The Company has not accepted any deposits in the period under review.

10. Auditors' Qualifications Reservations Adverse Remarks in the Auditors' Report

The Auditors Report does contain a disclaimer of opinion on the financial statementsfor the period ended March 31 2019. The statements made by the Auditors in their Reportare self-explanatory and do not call for any further comments. The Company is in theprocess of arranging for alternative funding in order to comply with Section 73 of theCompanies Act 2013.

The Auditors have given advised to carry out inspection of fixed assets &inventories and to make the provision for impairment of debtors which have ceased trading.The Company is in the process of complying with the same.

11. Corporate Social Responsibility

As the Company does not fall under the criteria as mentioned under Section 135 of theCompanies Act 2013 the provisions of Corporate Social Responsibility do not apply to theCompany

12. Extract of Annual Return

The extract of the Annual return in Form MGT-9 is annexed herewith to the Board'sReport.

13. Declaration given by Independent 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.

14. Details of Directors and Key Managerial Personnel Appointed/Resigned during theyear

There have been no changes in composition of the Board of Directors.

15. Number of Meetings of the Board of Directors

During the year 11 Board meetings were convened and held details of which are asfollows:

Sr. No. Date of Board meeting No. of Directors entitled to attend the meeting No. of Directors present
01 10.04.2018 05 05
02 19.05.2018 05 05
03 29.05.2018 05 05
04 06.07.2018 05 05
05 31.08.2018 05 05
06 20.10.2018 05 05
07 06.11.2018 05 05
08 14.11.2018 05 05
09 28.12.2018 05 05
10 08.02.2019 05 05
11 12.02.2019 05 05

16. Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism which includes a Whistle Blower Policyfor its Directors and Employees to provide a framework to facilitate responsible andsecure reporting of concerns of unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct & Ethics.

17. Audit Committee

The Audit and Risk Committee comprises of 3 members [2] of whom are independentdirectors:

1. Mr.Nirav Bhupatbhai Baldha - Chairman

2. Mr.Ketan R. Vadaliya - Member

3. Mr.Ankur Bakulesh Jani- Member

18. Nomination and Remuneration Policies

The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors. The Board has alsoformulated a Policy relating to remuneration of Directors members of Senior Managementand Key Managerial Personnel.

19. Particulars of Loans Guarantees or Investments

Reference may be made to the financial statements of the Company in this regard.

20. Related Party Transactions

During the reporting period the Company has entered into any contract/arrangement/transaction with related parties which were onarm's length basis or whichcould be considered material in accordance with the policy of the Company on materialityof related party transactions. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 isapplicable.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on anannual basis for transactions with related parties which are of a foreseeable andrepetitive nature. The transactions entered into pursuant to the omnibus approval sogranted and a statement giving details of all transactions with related parties are placedbefore the Audit Committee for their review on a periodic basis.

21. Managerial Remuneration

Sr. no. Name of Director/ KMP Remuneration of Director/ KMP in Rs. % increase/ decrease in Remunera tion Ratio of remuneration of each Whole-Time Director to median remuneration of employees
1 Reena Kanabar 180000.00 0.00 --
2 Paraskumar Chovatiya 179520.00 0.00 --
3 Ashokbhai Mavjibhai Dudhagara 1200000.00 0.00 --
4 Ankur B Jani 300000.00 0.00 1.80

a. Remuneration to Directors and Key Managerial Personnel

1. The median remuneration of employees of the Company during the period under reviewwas Rs. 175296.00;

2. In the financial year there was an decrease of 68.44% in the median remuneration ofemployees;

3. There were 186 employees on the rolls of the Company as on March 31 2019.

4. Average percentage decrease made in the salaries of employees other than themanagerial personnel in the last financial year was 68.44%. As regards comparison ofManagerial Remuneration of FY 2019 over FY 2018 details of the sam e are given in theabove table at sr. no. 1.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.

22. Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesmade thereunder the Company has appointed Ms. Janki Dedania Practicing Company Secretaryas the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed to theBoard's Report and forms an integral part of this Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.

24. Risk Management Policy

The Company has a robust Risk Management framework to identify measure and mitigatebusiness risks and opportunities. This framework seeks to create transparency minimiseadverse impact on the business objective and enhance the Company's competitive advantage.This risk framework thus helps in managing market credit and operations risks andquantifies exposure and potential impact at a Company level.

25. Director's Responsibility Statement Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards have been followed with no 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 as at March 31 2019 and of the profit ofthe Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. the Directors have prepared the annual financial statements on a going concernbasis;

e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

26. Statutory Auditors

The Company's auditors M/s. H. B. Kalaria & Associates (firm registration number104571W) have completed 4 years as Statutory Auditors of the Company.

In accordance with provisions of Section 139 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 the Company has appointed them for a period of5 years from conclusion of An nual General Meeting of the year 2015 - 2016 till theconclusion of Annual General Meeting of the year 2020-2021.

M/s. H. B. Kalaria & Associates have informed the Company that their appointment ifmade would be within the limits prescribed under Section 141 of the Companies Act 2013.

The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well astheir arm's length relationship with the Company as well as declaring that they have nottaken up any prohibited non-audit assignments for the Company.

27. Cost Audit

The Company has appointed Diwanji & Co. (FRN: 000339) as cost auditor forconducting the cost audit in respect of the products manufactured by the Company as perthe provisions of Section 148 of the Companies Act 2013 for the period under review.

28. Others

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the period underreview:

1. Details relating to issue of equity shares including sweat equity shares and shareswith differential rights as to dividend voting or otherwise since there was no suchissue of shares.

2. None of the W hole-Time Directors of the Company received any remuneration orcommission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

4. Your Directors further state that during the period under review there were nocases filed under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

29. Acknowledgements

We take this opportunity to thank the employees for their dedicated service andcontribution to the Company.

We also thank our banks business associates and our shareholders for their continuedsupport to the Company.

Dat e:30.05.2019 For and on Behalf of the Board of Directors
Place: Rajkot ANGEL FIBERS LIMITED
Director Director