The Members of
AUNDE FAZE THREE
Your Directors are pleased to present the 22nd Annual Report of your Company containingthe business performance and the Audited Financial Statements for the year ended on 31stMarch 2019.
|1. FINANCIAL HIGHLIGHTS || ||(Rs. In Lacs) |
|Particulars ||For the year ended 31.03.2019 ||For the year ended 31.03.2018 |
|Revenue from operations ||14148.26 ||12782.14 |
|Expenses ||(14596.32) ||(13769.46) |
|Other Income ||8.18 ||18.69 |
|Profit before Interest Tax Depreciation & Amortization finance cost and exceptional items ||(439.97) ||(968.63) |
|Less: || || |
|Finance Cost/ Interest ||481.13 ||437.71 |
|Depreciation & amortization expenses ||441.00 ||420.20 |
|Profit / (Loss) before taxation ||(1362.01) ||(1826.53) |
|Less : Provision for taxation ||(230.00) ||0.00 |
|Profit / (Loss) for the year carried to Balance Sheet ||(1132.01) ||(1826.53) |
2. KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE
During the year under review the Company has earned revenue from operations of Rs.14148.26 lacs as against Rs. 12782.14 lacs in the previous year. The Company incurred NetLoss of Rs. 1132.01 Lacs as against Net Loss of Rs. 1826.53 Lacs.
3. CHANGE IN THE NATURE OF THE BUSINESS
There were no changes in the nature of business during the year under review asprescribed in Rule 8 of the Companies (Accounts) Rules 2014.
Due to financial losses your Board of Directors has not recommended any dividend forthe Financial Year. In terms of the provisions of Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 there is no unpaid /unclaimed dividend which are pending to be transferred during the year to the InvestorEducation and Protection Fund.
The Company has not transferred any amount to reserves in current financial year.
6. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE:
Aunde Achter & Ebels GmbH Germany is the Promoter / JV partner of the Company andis holding 42.82% shares of the Company. There are no other Companies which have become orceased to be its subsidiaries JV or associate during the year.
7. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
The particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form a part of the Notes to Financial Statements provided in thisAnnual Report.
During the year under review your company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 or under Chapter V of the Companies Act 2013.
9. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. March31 2019 and the date of the Directors' report.
10. DIRECTORS & KMP:
During the year under review there were no changes in Directorship & KMP's of theCompany.
Mr. Ajay Anand (DIN: 00373248) who was appointed as Managing Director of the Companyw.e.f. 1st April 2014 for a period of 5 years at 17th Annual General Meeting of theCompany. The present term of Mr. Ajay Anand expired on 31st March 2019.
The Board based on recommendation of the Nomination and Remuneration Committee andsubject to approval of the Members have approved re-appointment of Mr. Ajay Anand asManaging Directors of the Company for further period of 3 years w.e.f. 1st April 2019.
11. DETAILS OF BOARD MEETINGS:
The Board of Directors of your Company met 7 (Seven) times during the Financial Yearended 31stMarch 2019. The details of Board Meetings and the attendance of the Directorsthereat are provided in the Corporate Governance Report. The intervening time gap betweentwo consecutive Meetings was within the period prescribed under the Companies Act 2013.
12. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief according to the information and explanationsobtained by them Board of Directors of the Company makes the following statements interms of Section 134(3)(c) of the Companies Act 2013:
(i) that in the preparation of the Annual Financial Statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(ii) that such accounting policies as mentioned in Notes to Financial Statements havebeen selected and applied consistently and made judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2019 and of the loss of the Company for the year ended onthat date;
(iii) that proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) that the Annual Financial Statements have been prepared on a going concern basis;
(v) that the proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
13. ANNUAL PERFORMANCE EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI ListingRegulations'); the Board of Directors has carried out an annual evaluation of its ownperformance as a Board the directors individually as well as the evaluation of theworking of its Audit Nomination & Remuneration and Compliance Committees.
The performance of the board was evaluated by the board after taking into considerationinputs received from the Directors covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance effectiveness ofboard processes information and functioning etc. as provided by the Guidance Note onBoard Evaluation issued by the Securities and Exchange Board of India on January 5 2017.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings independence of judgment safeguarding the interestof the Company and its minority shareholders etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.
14. DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
15. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
Pursuant to the SEBI regulations the company has worked out a FamiliarizationProgramme for the independent Directors with a view to familiarize them with their rolerights and responsibilities in the Company nature of Industry in which the companyoperates business model of the Company etc.
The policy for Familiarization Programme for the Independent Directors is available onthe website of the company athttp://aundeindia.com/aunde/investor/files/AUNDEIndependentdirectorfamiliarisationprogramme.pdf
16. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES:
As required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time details of Remuneration to Directors and Key Managerial Personnel isprovided in Form MGT-9 annexed to this Report.
The Company has no employee who- (i) if employed throughout the financial year was inreceipt of remuneration in aggregate more than Rs 102 Lacs or (ii) If employed for partof the financial year was in receipt of remuneration in aggregate more than Rs 8.50Lacs per month. Hence the information required to be given pursuant to the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from timeto time is not applicable to the Company.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended which form part of the Directors' Report will be madeavailable to any shareholder on request as per provisions of section 136(1) of the saidAct.
17. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
In compliance with the Regulation 34 read with Schedule V of the Listing Obligationsand Disclosure Requirements) Regulations 2015 A separate section on Corporate Governanceis included in the Annual Report and the Certificate from the Company's auditorsconfirming the compliance of conditions on Corporate Governance as stipulated in SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thisreport as Annexure I.
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
For the financial year under review as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis Report isAnnexed to this report as Annexure II.
19. CONTRACTS / ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:
All transactions entered into with related party during the financial year as definedunder Section 188(3) of the Companies Act 2013 and Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 were in the ordinary course ofbusiness and on Arm's Length Price basis and do not attract the provisions of Section 188of the Companies Act 2013. There were no materially significant transactions with relatedparties during the financial year which were in conflict with the interest of the Company.
All Related party Transactions are approved by Audit Committee. Prior omnibus approvalis obtained from the Audit Committee in respect of the transactions which are repetitivein nature. The transactions entered into pursuant to omnibus approval so granted arereviewed on a quarterly basis by the Audit Committee.
Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has beenmade in the notes to the Financial Statements. The Company has proposed to take approvalof shareholders regarding related party transactions propose to be enter into with relatedparties in next financial year through Ordinary Resolution.
The policy on Related Party Transactions as approved by the Board is available on thewebsite of the company. The same can be accessed onhttp://aundeindia.com/aunde/investor/files/RelatedPartyTransactions PolicyAunde.pdf
20. TRANSACTIONS WITH RELATED PARTIES:
None of the transactions with related parties falls under the scope of section 188(1)of the Act. Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given as AnnexureIII in Form AOC-2 to this report.
21. POLICIES OF THE COMPANY:
The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") mandated the formulationof certain policies for all listed companies. All our Corporate Governance Policies areavailable on the Company's website viz. www.aundeindia.com. The Policies are reviewedperiodically by the Board and its Committees and are updated based on the need and newcompliance requirement.
The key policies that have been adopted by the Company are as follows:
|Related Party Transactions Policy ||This Policy is deals with (a) the materiality thresholds for related party transactions and; (b) the manner of dealing with the transactions between the Company and its related parties based on the Act SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and any other laws and regulations as may be applicable to the Company. |
|Nomination & Remuneration Policy ||Your Company has framed Nomination & Remuneration Policy as per the provisions of the Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 for recommendation to the Board of Directors regarding the appointment removal and remuneration of the directors key managerial personnel and other employees. It also lay down the evaluation criteria for performance evaluation of Board its Committees and individual directors. |
|Whistle Blower Policy / Vigil Mechanism ||Your Company has a Vigil Mechanism / Whistle Blower Policy which provides adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to Mr. Vinit Rathod Chairman of the Audit Committee in appropriate or exceptional cases. |
|Code of Conduct for Insider Trading ||This Policy sets up an appropriate mechanism to curb Insider Trading. It provides Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. |
|Materiality Policy ||This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations. |
|Document Retention and Archival Policy ||The purpose of this Policy is to specify the type of document(s) and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company including written printed and recorded matter and electronic forms of records. |
|Prevention of Sexual Harassment Policy ||The Policy intends to provide protection against sexual harassment of women at workplace and the prevention and redressal of complaints of sexual harassment and matters related to it. |
| ||The policy applies to all categories of employees of the Company including permanent management and workmen temporaries trainees and associates on contract at its workplace or at client sites. |
22. DICSLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place a Prevention of Sexual Harassment Policy and an InternalComplaints Committee as per the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company has not received anycomplaint during the year.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGSAND OUTGOINGS:
The information as required under Section 134(3)(m) of The Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings is Annexed to this report as AnnexureIV.
24. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company's management is responsible for establishing and maintaining an adequatesystem of internal financial control over financial reporting. The Company has in placeadequate systems of internal control commensurate with its size and the nature of itsoperations. These have been designed to provide reasonable assurance with regard torecording and providing reliable financial and operational information complying withapplicable statutes safeguarding assets from unauthorized use or losses excludingtransaction with proper authorization and ensuring compliance of corporate policies. YourCompany remains committed to improve the effectiveness of internal control systems forbusiness processes with regard to its operations financial reporting and compliance withapplicable laws and regulations.
25. INDIAN ACCOUNTING STANDARD (IND AS)
The Indian Accounting Standards (IND AS) were notified by the Ministry of CorporateAffairs on February 16 2015. the Company has adopted all the Ind AS standards EffectiveApril 1 2016 and the adoption was carried out in accordance with Ind AS 101 'First timeAdoption of Indian Accounting Standards with April 1 2017 as the transition date. Thetransition was carried out from Indian Accounting Principles generally accepted in Indiaas prescribed under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 (IGAAP) which was the previous GAAP
26. SIGNIFICANT MATERIAL ORDER PASSED BY COURTS:
There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations.
27. RISK MANAGEMENT POLICY:
The Company has framed a Risk management policy which was approved by the Boardpursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. There is a continuous process for identifying evaluating and managingsignificant risks faced through a risk management process designed to identify the keyrisks faced by the Company. Risks would include significant weakening in demand fromcore-end markets inflation uncertainties and any adverse regulatory developments etc.During the period a risk analysis and assessment was conducted and no major risks werenoticed.
28. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR):
The company is not required to comply with section 135 of the Companies Act 2013 alongwith rules made in this behalf as the Company does not fulfill any criteria provided underSub-section 1 of Section 135 of the Companies Act 2013.
29. STATUTORY AUDITORS:
In terms of the provisions of Section 139(2) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Member of the Company has approvedappointment of M/s. Thakur Vaidyanath Aiyar & Co. Chartered Accountants Mumbai (FirmRgn. No. 000038N) as the Statutory Auditors for a term of 5 (five) years to hold officefrom till the conclusion of 25th (Twenty Fifth) AGM.
30. FRAUD REPORTED BY THE AUDITOR IF ANY
There is no fraud reported by the Statutory Auditor.
31. COST AUDIT:
Cost Audit is not applicable for the financial year 2018-19.
32. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Sanjay Dholakia & Associates Practicing Company Secretaries toundertake Secretarial Audit. The Report is annexed to this Report as Annexure V.
33. OBSERVATIONS AUDITOR & SECRETARIAL AUDITOR:
Secretarial Auditor: As mentioned in the Report the part of promoters holding wasnot in dematerialized form throughout the year as required under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. However same has been converted todematerialization form and entire Promoters holding is under demat form as required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Statutory Auditor: there are no observation remarks in statutory auditors report.
34. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form No. MGT -9 as provided under sub-section (3) ofSection 92 of the Companies Act 2013 annexed herewith the Boards' report as Annexure VI.
Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers Financial Institutions various State and CentralGovernment authorities and Stakeholders.
On behalf of the Board of Directors
Chairman & Managing Director
Place : Mumbai
Date: 30thMay 2019