Felix Industries Ltd.
|BSE: 535033||Sector: Engineering|
|NSE: FELIX||ISIN Code: INE901X01013|
|BSE 05:30 | 01 Jan||Felix Industries Ltd|
|NSE 05:30 | 01 Jan||Felix Industries Ltd|
|BSE: 535033||Sector: Engineering|
|NSE: FELIX||ISIN Code: INE901X01013|
|BSE 05:30 | 01 Jan||Felix Industries Ltd|
|NSE 05:30 | 01 Jan||Felix Industries Ltd|
Your Directors have pleasure in presenting the 07thAnnual Report of your Companytogether with the Audited Statements of Accounts for the financial year ended 31stMarch2019.
I. FINANCIAL RESULTS:
The financial performance of the Company for the year ended 31st March 2019 issummarized below:
II. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:
Your directors hereby inform that due to some management issues your company hasachieved a net turnover of Rs. 196.04 lacs in the year 2018-19 as compared to Rs. 524.29lacs in the year 2017-18.
No dividend is being recommended by the Directors for the year ending on 31st March2019 as the Board of Directors wants to plough back the profit in the business.
IV. TRANSFER TO RESERVES
During the year under review the company has not transferred any amount to reserves.
V. POSTAL BALLOT
Pursuant to Section 110 of the Companies Act 2013 read with the Companies (Managementand Administration) Rules 2014 (including any statutory amendment(s) or re-enactment(s)made there under) your Company passed the following resolution through postal ballot asper the details below:
Date of Postal Ballot Notice: 30th May 2019
Date of Declaration of Result: 08th July 2019
Voting Period: 07th June 2019 to 06th July 2019
Date of Approval: 30th May 2019
VI. ADDITION IN THE NATURE OF COMPANYS BUSINESS:
The company has called a board meeting on 30th May 2019 for approving the postalballot notice and the company altered the object clause of Memorandum of Associationthrough Postal Ballot dated 06th July 2019 by incorporating therein;
5) To carry on the business whether within or outside India as producers refinersprocessors converters dealers traders importers exporters of all types of ferrous& non-ferrous metals and generation of any and all classes and kinds of heavychemicals fine chemicals and any and all classes and kinds of inorganic and organicchemicals source materials intermediates ingredients mixtures derivatives andcompounds thereof and any and all kinds of products of which any of the foregoingconstitutes an ingredient or in the preparation formulation mixtures or production ofwhich any of the foregoing is used or required.
6) To carry on in India or elsewhere the business to manufacture produce assemblealter acquire build construct convert commercialize dismantle design developdisplay demonstrate erect equip establish fabricate finish hold handle installhire let on hire lease repair maintain modify market machine own operateprotect pulldown reconstruct renovate recondition remodel import export buy selltrade resale exchange service turn to account and to act as agent commission agentbroker stockist turn key supplier contractor promotor consultant engineercollaborator or otherwise to deal in all types of machineries engineering machineries instruments equipments spare parts implements devices systems apparatuscomponents parts fittings tools tackles and accessories used in all types ofindustries hotels railways ships aviations defence mining oil drilling waterworks power plants public utilities offices laboratories hospitals and for othercommercial domestic or other purposes.
VII. CHANGE IN THE SHARE CAPITAL OF THE COMPANY:
During the year under review there was no change in the share capital of the company.
VIII. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
IX. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
X. PUBLIC DEPOSITS:
During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force). Hence the requirement for furnishing thedetails of deposits which are not in compliance with Chapter V of the Act is notapplicable.
XI. MATERIAL CHANGES AND COMMITMENT:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
XII. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the period under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
XIII. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
XIV. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees or made any investments covered underthe provisions of section 186 of the Companies Act 2013 during the financial period underreview.
XV. STATE OF COMPANYS AFFAIR :
During the year under review your company has not made any default in repayment of anyof its term loans have met generally all its obligation in time including its taxliabilities.
XVI. RELATED PARTY TRANSACTIONS:
The Company has entered into related party transaction through postal ballot dated 06thJuly 2019 which are disclosed herewith.
During the year the contracts or arrangements were made with related parties fallingunder the purview of Section 188 of the Companies Act 2013 which are disclosed in "Annexure-A"in Form AOC-2.
XVII. PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 are not applicable to the Company as none of theemployees of the company has received remuneration above the limits specified in the Rule5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 during the financial year 2018-19.
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as "Annexure-B".
XVIII. SECRETERIAL STANDARDS
The Directors states that applicable Secretarial Standards i.e SS-1 & SS-2 hasbeen duly followed by the company.
XIX. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
[A] Consumption Of Energy & Technology Absorption:
The details as required under Section 134 (3) (m) of the Companies Act 2013 inrespect of Conservation of Energy Technology Absorption are provided in "Annexure-C"of this report.
[B] Foreign Exchange Earning & Outgo :
Foreign Exchange Earning: NIL
Foreign Exchange Outgo : NIL
XX. REGISTRAR AND SHARE TRANSFER AGENT OF THE COMPANY:
M/s. Big Share Services Pvt. Ltd. is its registrar and share transfer agent of thecompany.
XXI. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Composition of Board
(1) Mr. Sagar Samir Shah has been resigned from the company w.e.f 28th February 2019.
(2) Mrs. Shweta Samir Shah has been resigned from the company w.e.f 28th February2019.
(3) Mr. Janesh Vyas has been resigned from the company w.e.f 29th August 2018.
(4) Mr. Vinay Rajnikant Patel has been appointed as an additional director in thecompany w.e.f 28th February 2019.
(5) Mrs. Mayuri Vinay Patel has been appointed as an additional director in the companyw.e.f 28th February 2019.
During the year the following directors were appointed:
(1)Mr. Vinay Rajnikant Patel (DIN: 08377751) had been appointed as an additionalexecutive director of the company w.e.f 28th February 2019.
(2)Mrs. Mayuri Vinay Patel (DIN: 05350901) has been appointed as an additional Non-Executive Director of the company w.e.f 28th February 2019.
iii. Change in Designation
During the year change in designation of the following persons were made:
(1) Mr. Vinay Rajnikant Patel (DIN: 08377751) has been appointed as a director ofthe company w.e.f 06th July 2019.
(2) Mrs. Mayuri Vinay Patel ( DIN: 05350901) has been appointed as a director ofthe company w.e.f 06th July 2019.
(1)Mr. Janesh Kundanlal Vyas (DIN: 03291038) has been resigned from the companyw.e.f 29th August 2018.
(2)Mr. Sagar Samir Shah (DIN: 03082957) has been resigned from the company w.e.f28th February 2019.
(3)Mrs. Shweta Samir Shah (DIN: 03082967) has been resigned from the company w.e.f28th February 2019.
v. Retirement by rotation and subsequent re-appointment:
Mrs. Mayuri Vinay Patel (DIN: 05350901) is liable to retire by rotation at theensuing AGM pursuant to the provisions of Section 152 of the Companies Act 2013 read withthe Companies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of Company and being eligible have offered herself for reappointment.Appropriate resolutions for there-appointment are being placed for your approval at theensuing AGM. The brief resume of the Directors and other related information has beendetailed in the Notice convening the 07thAGM of your Company.
vi. Declaration of Independence:
Mr. Kashyap Shah (DIN: 00169746) is the existing independent directors of thecompany and the company has received declarations from the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the provisionsof the Companies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
Mr. Raxesh Satia (DIN: 00577822) is the existing independent directors of thecompany and the company has received declarations from the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the provisionsof the Companies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
During the year under review the independent director duly met pursuant to provision asspecified in Schedule IV of Companies Act 2013 and the quorum was present throughout themeeting.
vii. Evaluation of Boards Performance:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out.
XXII. NUMBER OF MEETINGS OF THE BOARD
The Company had conduct 8 (Eight) Board meetings during the financial year 2018-19under review on:
25th April 2018 30th May 2018 29th August 2018 13th November 2018 07thDecember 2018 11th February 2019 28th February 2019 and 30th March 2019
XXIII. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of ourCompany confirm that:
a) In the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable Accounting Standards and Schedule III of the Companies Act2013 (including any statutory modification(s) or re-enactment(s) for the time being inforce) have been followed and there are no material departures from the same;
b) 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 your Company as at 31stMarch 2019and of the profit and loss of the Company for the financial year ended 31st March 2019;
c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 (includingany statutory modification(s) or re-enactment(s) for the time being in force) forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f) The directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.
XXIV. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"D" and is attached to this Report.
XXV. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
[A] AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013.
The audit committee was constituted in the board meeting held on 27th June 2017 andwas further re-constituted on 29th August 2018 and was further reconstituted on 28thFebruary 2019. The composition of the Audit Committee is in conformity with theprovisions of the said section.
The details of composition of Audit Committee are as follows:
* Mr. Sagar Shah has been resigned from the company w.e.f 28th February 2019.
** Mr. Janesh Vyas has been resigned from the company w.e.f 29th August 2018.
# Mr. Ritesh Patel was appointed in the company w.e.f 28th February 2019.
The Audit Committee had 05 meetings -25th April 2018 30th May 2018 29th August2019 13th November 2018 and 30th March 2019 during the financial year under review.
Terms of reference:
The broad terms of reference of the Audit Committee are as under:
- Reviewing of the Companys financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.
- Recommending the appointment remuneration and terms of appointment of externalAuditor.
- Review and monitor the auditors independence and performance and effectivenessof audit process.
- Approval or any subsequent modification of transactions of the company with relatedparties
- Scrutiny of inter-corporate loans and investments
- Valuation of undertakings or assets of the Company wherever it is necessary.
- Monitoring the end use of funds raised through public offers and related matters.
- Reviewing with management the Annual financial statements and half yearly andQuarterly financial results before submission to the Board.
- Reviewing periodically the adequacy of the internal control system.
- Discussions with Internal Auditor on any significant findings and follow up there on.
[B] NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013.
The Nomination and Remuneration Committee was constituted in the board meeting held on27th June 2017 and was further re-constituted on 29th August 2018 and was furtherre-constituted on 28th February 2019. The composition of the Audit Committee is inconformity with the provisions of the said section.
The details of composition of Nomination and Remuneration Committee are as follows:
* Mr. Janesh Vyas has been resigned from the company w.e.f 29th August 2018.
** Mrs. Shweta Samir Shah has been resigned from the company w.e.f 28th February 2019.
# Mrs. Mayuri Vinay Patel was appointed in the company w.e.f 28th February 2019.
The Nomination & Remuneration Committee had 02 meetings -29th August 2018 and 28thFebruary 2019 during the financial year under review.
Terms of reference:
The broad terms of reference of the Nomination and Remuneration Committee are as under:
- Formulation of the criteria for determining the qualifications positive attributesand independence of Director;
- Devising a policy on Board diversity;
- Formulation of Remuneration policy;
- Review the structure size and composition of the Board;
- Identifying and selection of candidates for appointment as Directors;
- Identifying potential individuals for appointment as Key Managerial Personnel andSenior Management;
- Formulation of criteria for evaluation of Independent Directors and the Board.
The Board has on the recommendation of Nomination and Remuneration Committee framed apolicy on directors appointment and remuneration of Directors including criteria fordetermining qualification positive attributes independence of directors and remunerationfor directors Key Managerial Personnel and other employees. The policy is annexed to thisreport as
[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178(5) of the Companies Act 2013.
The Stakeholders Relationship Committee was constituted in the board meeting held on27th June 2017 and was further re-constituted on 29th August 2018 and was furtherre-constituted on 28th February 2019. The composition of the Audit Committee is inconformity with the provisions of the said section.
The details of composition of Stakeholders Relationship Committee shall comprise; TheStakeholder Relationship Committee had 01 meetings 30th March 2019 during the financialyear under review.
Terms of reference:
Efficient transfer of shares; including review of cases for refusal of transfertransmission of shares;
Redressal of shareholder and investor complaints like transfer of Sharesnon-receipt of balance sheet non-receipt of declared dividends etc.;
Issue duplicate/split/consolidated share certificates;
Dematerialization/Rematerialization of Share;
Review of cases for refusal of transfer / transmission of shares and debentures;
Reference to statutory and regulatory authorities regarding investor grievancesand to otherwise ensure proper and timely attendance and redressal of investor queries andgrievances; and
Such other matters as may be required by any statutory contractual or otherregulatory requirements to be attended to by such committee from time to time.
Details of Investors grievances/ Complaints:
The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2019 are NIL.
Compliance Officer :
Ms. Hena Shah is the Compliance Officer of the Company for the above purpose.
[A] Statutory Auditors:
M/s. S.N Shah & Associates Chartered Accountants Ahmedabad were appointed asStatutory Auditors in the Annual General Meeting held on 29th September 2017 from theconclusion of Fifth (5th) Annual General Meeting till the conclusion of Tenth (10th)Annual General Meeting of the company.(subject to ratification of their appointment atevery AGM).
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
There are no qualifications reservations or adverse remarks made by M/s. S.N Shah& Associates Chartered Accountants the Statutory Auditors of the Company in theirreport. The observations made by the Statutory Auditors in their report for the financialperiod ended 31st March 2019 read with the explanatory notes therein are self-explanatoryand therefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
[B] Cost Auditor:
As the cost audit is not applicable to the Company therefore the Company has notappointed the Cost Auditor pursuant to Section 148 of the Companies Act 2013 read withthe Companies (Cost Records and Audit) Amendment Rules 2014.
[C] Internal Auditor
The Company has appointed the M/s Rakesh Pariahar & Associates CharteredAccountants Ahmedabad as Internal Auditor pursuant to the provision of section 138 ofCompanies Act 2013 read with rule 13 of The Companies (Accounts) Rule 2014 and otherapplicable provisions (including any modification or enactment thereof) if any of theCompanies Act w.e.f. 26th May 2018 for the financial year 2017-18 & 2018-19.
[D] Secretarial Auditor:
The Company has appointed the M/s Vishwas Sharma & Associates Company SecretariesAhmedabad as Secretarial Auditor to conduct secretarial audit pursuant to the provisionsof Section 204 of the Companies Act 2013. The secretarial audit of the Company has beenconducted on a concurrent basis in respect of the matters as set out in the said rules andSecretarial Audit Report given by M/s. Vishwas Sharma & Associates CompanySecretaries Secretarial Auditor of the Company forms part of this report and is marked as"Annexure-F".
There are no qualifications reservations or adverse remarks made by M/s. VishwasSharma & Associates Company Secretaries Secretarial Auditor of the Company in theirreport.
XXVII. CORPORTAE GOVERNANCE
Your Company has been complying with the principals of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to regulation15(2) of the SEBI (LODR) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C D and E of schedule V shall not apply to the listed entity which haslisted its specified securities on the SME Exchange.
XXVIII. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Companys Code of Conduct or Ethics Policy. Whistle BlowerPolicy is disclosed on the website of the Company at www.felixindustries.co.
XXIX. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provision of section 135(1) of Companies Act 2013 i.e. Corporate SocialResponsibility is not applicable on the company. Therefore the company has not constitutedCSR committee.
XXX. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure-G"to this report.
XXXI. DIRECTORS DISQUALIFICATION
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.
XXXII. RISK MANAGEMENT:
The Company does not have any Risk Management Policy or any statement concerningdevelopment and implementation of risk management policy of the company as the elements ofrisk threatening the Companys existence are very minimal.
a. Your Company has not issued any equity shares with differential rights as todividend voting or otherwise; and b. Your Company does not have any ESOP schemefor its employees/Directors.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.
Your Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.