To the Members
Your Directors have pleasure in submitting their 43rd Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2021.
The Companys financial performance for the year ended 31st March 2021along with previous year figure is summarized as here under:
(STAND ALONE) (Rs. In Lakhs)
|Particulars ||Year ended 31st March 2021 ||Year ended 31st March 2020 |
|Gross profit before Interest Depreciation and Tax ||105.02 ||50.43 |
|Less: Interest and Depreciation ||188.38 ||206.13 |
|Profit / (Loss) before Tax ||(83.36) ||(155.70) |
|Less: Provision for Taxation ||0.00 ||0.00 |
|Deferred Tax (Assets) / Liabilities ||8.34 ||18.98 |
|Profit / ( Loss) after Tax ||(75.02) ||(136.72) |
|Add: Other Comprehensive Income ||25.27 ||(46.68) |
|Total Comprehensive Income / Loss ||(49.75) ||(183.40) |
REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS :
The sales of the company have declined both in export segment. The sales (standalone)during the year were Rs. 6834.76 Lakhs as against Rs. 7110.49 Lakhs in the previous year.The sales has thus declined by 3.88% as compared to the last year. The Company had netLoss of Rs. 75.02 Lakhs in the current year as against the net Loss of Rs 136.72 Lakhs inthe previous year. Thus the Company has taken so many corrective actions to reduce theloss fairly.
In view of inadequacy of the profit your directors regrets to recommend anydividend for the financial year ended 31st March 2021 FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public falling within theambit of section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014. There are no unclaimed deposits as on March 31 2021.
The paid-up Equity Share Capital of the Company as on 31st March 2021 wasRs. 34778000/- During the year under review the Company has not issued any shares withdifferential voting rights nor granted any stock options or sweat equity. The shareholdingof Directors in the Company as on March 31 2021 is given in the Extract of AnnualReturn.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Hiren N Vadgama a Director of the Company retires byrotation at the ensuring Annual General Meeting of the Company and being eligible offershimself for re-appointment. The Board recommends his appointment for your approval.
Ms. Astha Vyas has resigned as Company Secretary with effect from 31/10/2020 and Ms.Nirali Smit Doshi was appointed as Company Secretary with effect from 01/11/2020.
The following are the Key Managerial Personnel as defined under Section 2(51) of theCompanies Act 2013:
Mr. Hiren N Vadgama (Whole-time Director w.e.f. 10th August 2020)
Mr. Narottam C Vadgama (Whole-time Director up to 10th August 2020)
Mr. Rajan R Bambhania (Managing Director and CEO)
Mr. Siddik A Kotal (Chief Financial Officer)
Ms. Nirali S. Doshi (Company Secretary w.e.f. 01.11.2020)
Ms. Astha Vyas (Company Secretary up to. 31.10.2020)
NOTING OF APPRECIATION OF SERVICES :
The Board places on record the appreciation for guidance and valuable services providedby Mr. Narottam C. Vadgama Chairman and Whole-time Director of the Company during theperiod under review.
The Board also expresses their deep sense of condolences on untimely sad demise of Mr.Narottam C. Vadgama the former Chairman and whole-time director of the Company. May hissoul rest in heaven and pray to almighty to give courage to his family to bear suchunbearable loss. The Board places on record the appreciation for guidance and valuableservices provided to the Company during his tenure.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
COMPOSITION OF VARIOUS COMMITTEES:
The details of various committees constituted by the Board as per the Regulation 18 19and 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 andCompanies Act 2013 are given in the Corporate Governance Report which forms part of thisreport. MEETINGS:
During the year Five Board Meetings Five Audit Committee Meetings One Nomination andRemuneration Committee Meeting One Stakeholders Relationship Committee Meeting and Oneseparate Meeting of Independent Directors were held. The details of the same are given inthe Corporate Governance Report. The intervening gaps between the Board meetings werewithin the period prescribed under the Companies Act 2013 in compliance to secretarialstandards SS-1 issued by ICSI.
The Independent Directors met on 29th June 2021 without the attendance ofNon-Independent Directors and members of the management. The Independent Directorsreviewed the performance of Non-Independent Directors and Board as a whole and assessedthe quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to perform their dutieseffectively and reasonably.
The Company has received necessary declarations from each Independent Director underSection 149 (7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149 (6) of the Companies Act 2013 and Regulation 16(1 )(b) ofSEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.
None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the companies Act 2013 for financial year ended on 31st March 2021.Your directors have made necessary disclosures as required under Companies Act 2013. TheCompany has obtained certificate dated 29th June 2021 from Shahs &Associates peer reviewed firm of Practicing Company Secretaries in that regard. Thecertificate for Non-Disqualification of directors for the financial year ended on 31stMarch 2021 is annexed herewith marked as Annexure "C" to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement as enumerated here under:
In the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
The directors have selected such accounting policies and 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 at the end of thefinancial year and of the profit and loss of the Company for that period;
The directors 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;
The directors have prepared the annual accounts on a going concern basis;
The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
AUDITORS AND AUDITORS REPORT:
M/s. J C Ranpura & Co. Chartered Accountants Rajkot Gujarat (FRN 108647W) wereappointed as Statutory Auditors of the Company for a period of Five (5) years from theconclusion of the 42nd Annual General Meeting till conclusion of 47thAnnual general meeting
the member of the Company at their meeting held on Monday 28th September2020.
The Auditors have confirmed that their continuation as Auditor would be within theprescribed limit under section 141 of the Companies Act 2013 read with Rule 4(1) of theCompanies (Audit & Auditors) Rules 2014 and that they are not disqualified for theappointment as Auditor. SECRETARIAL AUDITOR:
The Board had appointed M/s SHAHS & ASSOCIATES a peer reviewed firm of PracticingCompany Secretaries to conduct the Secretarial Audit for the financial year ended on 31stMarch 2021. The Secretarial Audit Report for the financial year ended on 31stMarch 2021 is annexed herewith marked as Annexure "B" to this Report.
The Board of Directors on the recommendations of the Audit Committee appointed M/s.SHAHS & ASSOCIATES a peer reviewed firm of Practicing Company Secretaries to conductthe Secretarial Audit of the Company for the financial year 2021-22.
INTERNAL FINANCIAL CONTROLS:
The Company has a proper and adequate system of Internal Control commensurate with itssize and the nature of its operations to ensure that
all assets are safeguarded and protected against loss from un-authorized use ordisposition and those transactions are authorized recorded and reported correctly.
The Board of Directors on the recommendations of the Audit Committee appointed M/s.SUBHASH AKBARI & CO. Chartered Accountants and Junagadh as Internal Auditors of theCompany for the financial year 2021-22.
Pursuant to Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 the Audit committee consistsof the following directors:
Mr. B. R. Sureja [Chairman of committee]
Mr. J. B. Jagani [Member]
Mr. P. J. Doshi [Member]
All the members of Audit Committee are independent directors.
WHISTLE BLOWER POLICY:
The Company has a WHISTLE BLOWER POLICY to deal with instances of unethical behaviouractual or suspected fraud or violation of the companys code of conduct if any. Thedetails of the whistle blower policy are explained in the Corporate Governance Report andalso posted on the website of the Company.
DIRECTORS APPOINTMENT AND REMUNERATIONS POLICY:
The Companys policy relating to appointment of directors payment of managerialremuneration directors qualifications positive attributes independence ofdirectors and other related matters as provided under Section 178 (3) of the CompaniesAct 2013 is furnished in Corporate Governance Report and the same is also posted onwebsite.
RELATED PARTY TRANSACTIONS:
All transactions entered into by the company with "Related Parties" duringthe period under review were in the ordinary course of business at prevailing marketrates. All related party transactions were placed before the Audit Committee andrecommended to the Board for their approval. The particulars of contracts or arrangementsmade with related party pursuant to section 188 of the Companies Act 2013 is furnishedvide Annexure "A" in form AOC-2 as per Companies Act 2013 and it forms the partof this report. The policy on Related Party Transactions as approved by the Board isuploaded on the Companys website at www.aec.com.
RISK MANAGEMENT POLICY:
The Board of Directors is overall responsible for identifying evaluating and managingall significant risks faced by the Company. The Board approved Risk Management policywhich acts as an overarching statement of intent and establishes the guiding principles bywhich key risks are managed across the organization.
The Company follows well established and detailed risk assessment and minimizationprocedures which are periodically reviewed by the top management. The Company has inplace a business risk management framework for identifying risks and opportunities thatmay have a bearing on the organizations objectives assessing them in terms oflikelihood and magnitude of impact and determining a response strategy. In the opinion ofthe Board none of the risks faced by the Company threaten its existence. The Company hasalso posted the policy in respect of transactions with "Related Parties" on itswebsite.
In view of non-applicability of formation of Risk Management Committee the Company hasnot formed the said committee.
MATERIAL CHANGES AND COMMITMENTS :
No material changes and commitments affecting the financial position of the Company hasoccurred between the end of financial year to which this financial statement relate andthe date of this report.
The furnishing of Extract of Annual Return pursuant to the provisions of Section 92 (3)of the Companies Act 2013 read with Rule 12 (1) of the Company (Management andAdministration) Rules 2014 and as amended vide Companies (Management and Administration)Amendment Rules 2020 is dispensed with and the same is now avaible on Companyswebsite at www.aec.com PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of Loans guarantees or investments made under Section 186 and itsapplicability have been furnished in notes annexed to our financial statements.
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 is furnished in Annexure"D" attached to this report and it forms the part of this report.
PARTICULARS OF EMPLOYEES AND REMUNERATIONS:
The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is annexed to this Report as Annexure"E" forming part of this Report.
As per Section 136 (1) of the Companies Act 2013 the report and accounts are beingsent to the shareholders of the Company excluding the
statement of particulars of employees under the said proviso. Any shareholderinterested in obtaining a copy of the said statement may write to the Secretarialdepartment at the Registered Office of the Company.
In accordance with the General Circular issued by the Ministry of Corporate AffairsGovernment of India the Balance Sheet Profit and Loss account and other documents ofAustin Engineering Company (Formerly known as Accurate Engineering Inc.) the subsidiarycompany are not being attached with the Balance Sheet of the Company. The Company willmake available the Annual Accounts of the said subsidiary company and its related detailedinformation to any member of the Company who may be interested in obtaining the same andalso on Companys website.
The Annual Accounts of the subsidiary company will also be kept open for inspection atthe registered office of the Company and the subsidiary company.
A statement as required in the prescribed form AOC-1 pursuant to section 129 (3) of theCompanies Act 2013 is given in the Annexure "F" and it forms the part of thisreport.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Accounting Standard AS-21 the audited consolidated financialstatements are annexed to this Annual Report. CORPORTAE GOVERNANCE:
As per Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 separate reports on Corporate Governance Management Discussion andAnalysis and a certificate from the Companys Auditors form part of this Report. YourCompany is committed to maintain the highest standards of Corporate Governancereinforcing the valuable relationship between the Company and its Stakeholders. TRANSFEROF UNPAID AND UNCLAIMED AMOUNTS TO IEPF:
Pursuant to the provisions of Section 125 of the Companies Act 2013 the declareddividends which remained unpaid or unclaimed for a period of seven years (FY 2012-13)were transferred by the Company to the Investor Education and Protection Fund (IEPF)established by the Central Government.
As per the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 notified by the Ministry of Corporate Affairs andsubsequent amendment thereof the Company transferred shares to IEPF Authority in respectof the dividend which had not been paid or claimed by shareholders for seven consecutiveyears or more.
The Company sent individual notices to the concerned shareholders whose shares anddividend were liable to be transferred to IEPF Authority to their latest availableaddresses. The Company displayed full details of such shareholders dividend and shareson its website at www.aec.com. The shareholders are requested to verify the details of theshares liable to be transferred as aforesaid.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has constituted an Internal Complaints Committee (ICC) in due compliancewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 to redress complaints received regarding sexual harassment.
Your directors state that during the year under review no complaints relating tosexual harassment were received during the year nor any cases filed pursuant to the saidAct.
The Company takes a very pragmatic approach towards insurance. Adequate cover has beentaken for all movable and immovable assets for various types of risks.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators /Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee Board and /or Central Governmentunder Section 143 (12) of the Companies Act 2013 and Rules framed there under.
INDUSTRIAL RELATIONS :
The industrial relation with workmen and staff continued to be extremely cordial duringthe year under review.
Your Directors wish to place on record their gratitude for the continued co-operationand patronage extended by their esteemed customers both in OEM and aftermarket segments.The Directors would also like to place on record their sincere appreciation for thecontinued cooperation guidance support and assistance during the year under report byour Bankers all the customers suppliers of the Company including Government agencies.The Board of Directors also wishes to express its appreciation for the efforts andcontribution made by the employees at all levels during the year under report.
| ||By Order of the Board of Directors |
| ||Sd/- |
|Place : Patla Junagadh ||Hiren N Vadgama |
|Date : 30th June 2021 ||Chairman |