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Fraser and Company Ltd.

BSE: 539032 Sector: Others
NSE: N.A. ISIN Code: INE184Q01010
BSE 00:00 | 18 Sep 3.03 -0.07
(-2.26%)
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3.23

HIGH

3.23

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2.97

NSE 05:30 | 01 Jan Fraser and Company Ltd
OPEN 3.23
PREVIOUS CLOSE 3.10
VOLUME 22613
52-Week high 16.40
52-Week low 2.06
P/E 7.39
Mkt Cap.(Rs cr) 2
Buy Price 3.03
Buy Qty 1.00
Sell Price 3.20
Sell Qty 1000.00
OPEN 3.23
CLOSE 3.10
VOLUME 22613
52-Week high 16.40
52-Week low 2.06
P/E 7.39
Mkt Cap.(Rs cr) 2
Buy Price 3.03
Buy Qty 1.00
Sell Price 3.20
Sell Qty 1000.00

Fraser and Company Ltd. (FRASERCOMPANY) - Director Report

Company director report

Dear Members

The Directors of your Company have pleasure in presenting Annual Report together withthe Audited Statement of Accounts of the Company for the year ended 31st March 2019.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March 2019 is assummarized below:- (In Rupees)

Particulars 2018-19 2017-18
Turnover (Net of GST)& Other Income 48697769 7337917
Profit / (Loss) before Interest Depreciation & Taxation 1080540 (1229210)
Less Interest 00.00 00.00
Profit / (Loss) before Depreciation & Taxation 1080540 (1270210)
Less Depreciation 123462 20500
Profit/ (Loss) before tax 957078 (1249710)
Less Provision for Taxation (Incl. Deferred Tax) 265492 00.00
Net Profit / (Loss) for the year 691586 (1249710)

2. Performance Review:-

For the year 2018-19 the Turnover of the Company increased and stood at Rs.48697769 and Net Profit for the year is Rs.691586.

3. Dividend:-

Your Directors has not recommended any dividend for the year under review.

4. Reserve:-

The Company has transferred current year's profit of Rs. 691586/- to the Reserve& Surplus and the same is in compliance with the applicable provisions prescribedunder the Companies Act 2013.

5. Indian accounting standards

The Ministry of Corporate Affairs (MCA) notified its phase-wise roadmap for theadoption of Indian Accounting Standards (Ind AS) converged with the InternationalFinancial Reporting Standards (IFRS) vide its notification dated February 16 2015announcing the Companies (Indian Accounting Standards) Rules 2015 for the application ofIND AS. Accordingly your Company has adopted Ind AS with effect from 1st April 2018.

Your Company believes in highest standards of Corporate Governance and recognizes thatFinancial Statements are an important source of information to the Shareholders and otherStakeholders.

6. Change in the nature of the business

During the financial year the Company has altered the object clause of its Memorandumof Association by incorporating therein under sub-clause under Part -A of Clause IIIafter the existing sub-clause 1:

2. To carry on the business of manufacturing buying selling reselling importingexporting transporting storing developing promoting marketing or supplying tradingdealing in any manner whatsoever in all type of goods on retail as well as on wholesalebasis in India or elsewhere or otherwise deal in all kinds of hardware and constructionmaterials electrical and electronic appliances of all kinds and apparatus of everydescription wires cables network electrical & electrical items & productscooler kits switches electrical bells motors star/delta power starters and decorativelights of all kinds and for all kinds of uses battery LED Lights and its elements/ partsof all kinds and for all kinds of uses control panels control unit chokes lightfitting and spare parts components and accessories of above items whether used at indooror at outdoor UPS invertors and all kinds of electrical and electronic component andparts used and all types and varieties of storage batteries solar panels and relateditems for all kinds of uses battery plates cells battery components chargers motorstransformer stabilizers and all other kinds of electronic components devices and itsparts'

The shareholders approved the same at Annual General Meeting held on September 27th2018.

7. Share Capital:-

During the year under review following changes took place in the equity share capitalof the Company:

a) Change in Authorized Share Capital:

The members of the Company at their Annual General Meeting held on Thursday 27th ofSeptember 2018 accorded their consent to increase the authorized Share capital of theCompany.

Accordingly authorized Share capital of the Company has been increased from existingRs. 60000000 (Rupees Six Crores) divided into 6000000 (Sixty lacs) equity shares ofRs. 10/-(Rupees Ten) each to Rs. 120000000 (Rupees Twelve Crores) divided into12000000 (One Crores Twenty lacs) equity shares of Rs.10/- each by substituting theexisting Clause V thereof with the following new Clause V:

"V. The Authorised Share Capital of the Company is Rs. 120000000/- (RupeesTwelve Crore) comprising of 12000000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/-(Rupees Ten) each."

b) Change in Paid Up Share Capital- Fund raising During the Year by Preferential Issue

In view of expanding business operations and to meet the capital requirements theCompany has raised equity capital by way of a preferential allotment of 2400000 (TwentyFour Lacs) equity shares of 10.15/- (Ten Rupees and fifteen paisa only) each out of whichRs. 0.15/- (Fifteen Paisa only) received as Security premium per equity share.

Accordingly Paid up Share capital of the Company has been increased from existing Rs.572 03000 (Rupees Five crores Seventy Two lacs and Three thousand only) consisting of5720300 equity share of face value of Rs. 10/- each to Rs.8 1203000 (Rupees EightCrores Twelve lacs and three thousand only) consisting of 8120300 equity shares of facevalue of Rs.10/- each full paid and Rs. 0.15 as security premium. .

Consecutively as on 31st March 2019 the authorized capital of the company is Rs.120000000 (Rupees Twelve Crores) and paid up capital is Rs. 81203000/- (Rupees eightCrores Twelve lakhs and Three thousand only).

8. Directors and Key Managerial Personnel:-

Your Company's Board comprises of mix of executive and non-executive directors withconsiderable experience and expertise in various fields and business strategy.

The list of Directors & key managerial person of the Company as on March 31 2019are as follows:

1. MR. VICKESH HARESHBHAI KAMDAR (Managing Director) DIN: 05347212

2. MR. PRAKASH KISAN TEMKAR (Whole Time Director) DIN:08120721

3. MR. ASHISH BASANTKUMAR BANGUR (Independent Director) DIN:07321803

4. MR. ANAND KUMAR(Additional Independent Director) DIN: 08276971

5. MRS. AVANI NITESH SHAH (Additional Independent Director) DIN:08361478

6. MRS. KALPANA NILESH PATIL (Chief Financial Officer)

7. MS. SHANKY HANDA (Company Secretary)

a) Changes in Directors and Key Managerial Personnel:

During the year under review the following changes took place in the Board ofDirectors and the Key Managerial Personnel of the Company:

1. Mr. Vickesh H. Kamdar (DIN: 05347212) and Mr. Prakash K. Temkar (DIN: 08120721) wereappointed as additional directors on 25th of April 2018 and thereafter Board accordedtheir consent to appoint Mr. Vickesh H. Kamdar as Managing Director and Mr. Prakash K.Temkar as Whole Time Director respectively of the Company w.e.f 10th of August 2018.Subsequently with the approval of the members at their meeting held on 27th of September2018 they have been appointed for the period of 3 years with effect from 10th August 2018to 9th of August 2021.

2. Mr. Devang H Modi (DIN: 00468013) have been regularized as Executive Directors bymembers at their Annual General Meeting held on 27th of September 2018 after Boardaccorded their consent at their meeting held on 14th of May 2018. Thereafter he hastendered his resignation on 3rd of December 2018 from the directorship of the Company.

3. In order to broad base the Board and have wider and Independent perspective inBoard's deliberation:

a) the Board of Directors of the Company had appointed Mr. Anand Kumar (DIN: 08276971)as an Additional Director under Independent category with effect from 14th of November2018 subject to the approval of the shareholders of the Company. Mr. Anand Kumar has givendeclaration of Independence in this regard.

b) the Board had also appointed Mrs. Avani Nitesh Shah (DIN:08361478) as an AdditionalWomen Director under Independent category with effect from 14th of February 2019 subjectto the approval of the shareholders of the Company. Mrs. Avani Nitesh Shah has givendeclaration of Independence in this regard.

They both has been proposed to be appointed as an Independent Director for a period of3 years at the ensuing AGM. A brief profile and other details of Mr. Anand Kumar and Mrs.Avani Nitesh Shah has been provided in the notice of the AGM.

5. With effect from 14th of May 2018 Mrs. Kalpana N. Patil was appointed as the ChiefFinancial Officer of the Company consequent to resignation of Mr. Amit Kumar Ojha w.e.f14th of May 2018. Previously on 25th of April 2018 Mr. Amit Kumar Ojha has beenappointed as CFO of the Company.

6. The Board has accorded their consent to appoint Ms. Shanky Handa Company Secretary& Compliance officer of the Company w.e.f 25th of September 2018 subsequent toresignation of Mr. Vijay Thakkar Company Secretary and Compliance Officer of the Companyw.e.f. 25th April 2018.

7. Mr. Hemal Mehta Director (DIN:06424481) Whole time director of the Company hastendered his resignation on 14th of May 2018. Mr. Devang H Modi (DIN: 00468013) Directorhas tendered his resignation on 3rd of December 2018. Mrs. Vanita Parmar (DIN:05345249)and Mr. Mayur Patel (DIN:) has tendered their resignation w.e.f 11th of February 2019.

9. Number of Meetings of the Board of Directors:-

During the year ended March 31 2019 Ten (10) Board Meetings were held. The dates onwhich the Board meetings were held are April 25th 2018 May 14th 2018 August 10th 2018September 25th 2018 October 18th 2018 November 14th 2018 December 3rd 2018 December18th 2018 February 14th 2019 and March 29th 2019.

10. Statement on Declaration by Independent Directors and statement on compliance ofcode of conduct

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of section149(6) of the Companies Act 2013 and there is no change in the circumstances as on thedate of this report which may affect their respective status as an independent director.

(a) that necessary declaration with respect to independence has been received from allthe Independent Directors of the company;

b) that all the Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Companies Act 2013.

a) Familiarisation Programme For Independent Directors

Independent Directors are familiarised with their roles rights and responsibilities inthe Company as well as with the nature of industry and business model of the companythrough various internal programmes and through presentations on economy & industryoverview key regulatory developments strategy and performance which are made to theDirectors from time to time.

11. Audit Committee

In accordance with the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of SEBI

(LODR) Regulation 2015 the Company has constituted an Audit Committee comprising ofthe following Directors viz. Mr. Ashishkumar Bangur (Chairman) Mr. Hemal Mehta and Mrs.Vanita Parmar.

Thereafter in the in the meeting dated May 14th 2018 subsequent to resignation of Mr.Hemal Mehta Mr. Vickesh Kamdar joins the Committee with Mr. Ashishkumar Bangur(Chairman) and Mrs. Vanita Parmar. Furthermore to add in the meeting dated 14th November2018 Mr. Anand Kumar joins the committee with Mrs. Vanita Parmar.

The present composition of the Audit Committee comprising of the following Directorsviz. Mr. Ashishkumar Bangur (Chairman) Mr. Vickesh Kamdar Mr. Anand Kumar and Mrs.Avani Shah w.e.f from meeting dated 14th February 2019.

Audit Committee acts in accordance with the terms of reference specified from time totime by the Board.

There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.

During the year ended March 31 2019 five (5) Audit Committee meetings were held on25th April 2018 14th May 2018 10th August 2018 14th November 2018 and 14th February2019.

12. Vigil Mechanism.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company.

All Protected Disclosures reported under the Policy are to be thoroughly investigatedby the Committee concerned or by a person designated by such committee. As per therequirement of Listing Regulations details of Vigil Mechanism is provided on the Websiteof the Company i.e www.fraserindia.co.in.

13. Nomination and Remuneration Committee:-

In accordance with the provisions of Section 178(1) of the Companies Act 2013 andregulation 19 of SEBI

(LODR) Regulations 2015 the Company has constituted a Nomination and RemunerationCommittee comprising of the following Directors viz. Mr. Ashish Bangur (Chairman) Mr.Mayur Patel and Mrs. Vanita Parmar. Thereafter in the meeting dated November 14th 2019the composition of the Committee reconstituted consequent to appointment of Mr. AnandKumar.

The present composition of the Nomination and Remuneration Committee comprising of thefollowing Directors consequent to appointment of Mrs. Avani Shah viz. Mr. AshishkumarBangur (Chairman) Mr. Anand Kumar and Mrs. Avani Shah.

Nomination and Remuneration Committee acts in accordance with the terms of referencespecified from time to time by the Board.

During the year ended March 31 2019 Seven (7) Nomination and Remuneration Committeemeetings were held on 25th April 2018 14th May 2018 10th August 2018 25th September2018 14th November 2018 3rd December 2018 and 14th February 2019.

14. Stakeholders Relationship Committee:-

In accordance with the provisions of Section 178(5) of the Companies Act 2013 andregulation 20 of SEBI

(LODR) Regulations 2015 Stakeholders Relationship Committee comprising of thefollowing Directors viz. Mr. Ashish Bangur (Chairman) Mr. Anand Kumar and Mrs. AvaniShah.

Stakeholders Relationship Committee acts in accordance with the terms of referencespecified from time to time by the Board.

15. Corporate Social Responsibility (CSR):-

During the Financial year ended March 31 2019 no Contribution towards the CorporateSocial Responsibility under Section 135 of the Companies Act 2013 was made by the Company

16. Formal Annual Evaluation:-

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:

Board dynamics and relationships Information fiows Decision-making Relationship withstakeholders Company performance and strategy

Tracking Board and committees' effectiveness

Peer evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of directors excluding the directors beingevaluated.

The review concluded by affirming that the Board as a whole as well as all of itsMembers individually and the Committees of the Board continued to display commitment togood governance ensuring a constant improvement of processes and procedures.

17. Directors' Responsibility Statement:-

In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:-

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

b. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the Financial year and ofthe profit or loss of the company for the year under review.

c. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d. The directors have 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 provisions ofall applicable laws and that such system were adequate and operating effectively.

18. Particulars of Employees:-

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.

19. Details in Respect of Adequacy of Internal Financial Controls with Reference to theFinancial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assetsare safeguarded transactions are executed in accordance's with management's authorizationand properly recorded and accounting records are adequate for preparation of financialstatements and other financial information. Internal check is conducted on a periodicalbasis to ascertain the adequacy and effectiveness of internal control systems.

In the opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company.

20. Subsidiary Associates or Joint Venture

The company does not have any Subsidiary Associate Company or Joint Ventures at theend of the financial year 2018-19.

21. Fixed Deposits:-

The Company has not accepted any deposits from the public in terms of Section 7374 75and 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

22. Particulars of Loan Guarantees and Investments By Company:-

During the Financial year ended March 31 2019 no loan guarantee and investment underSection 186 of the Companies Act 2013 was made by the Company.

23. Related Party Transactions:-

During the Financial year ended March 31 2019 no contracts or arrangements enteredwith related parties referred to in sub Section (1) of Section 188 of the Companies Act2013. The Company has adopted a Policy on Related Party transactions as approved by theBoard which is uploaded on the Company's website i.e www.fraserindia.co.in.

Thus disclosure in form AOC-2 is not required. Further there are no material relatedparty transactions during the year under review with the Promoters Directors or KeyManagerial Personnel.

24. Conservation of energy technology absorption and foreign exchange earnings andoutgo:-

The particular as prescribed under sub-Section (3)(m) of section 134 of the CompaniesAct 2013 read with Rule 8(3) the Companies (Accounts) Rules 2014

(i) Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo: Foreign Exchange Earned -Nil Foreign ExchangeUsed-Nil

25. Significant and Material Orders Passed By The Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts thatwould impact the going concern status of the Company and its future operations.

26. Statutory Auditor and Audit Report:-

The Statutory Auditors M/s. K J Shah & Associates Chartered Accountants havingICAI (Firm Registration No.127308W) were appointed in the Annual General Meeting held onSeptember 27th 2018 to hold office from the conclusion of last Annual General meeting fora term of consecutive five years (i.e) till conclusion of Annual General Meeting of theFinancial Year 2022-2023 subject to ratification of their appointment by the members atevery Annual General Meeting.

M/s. K J Shah & Associates Chartered Accountants have expressed their willingnessto continue as Statutory Auditors of the Company and have submitted a certificateconfirming that their appointment is in accordance with Section 139 read with Section 141of the Act.

The Independent Auditors' Report of M/s. K J Shah & Associates on the FinancialStatements of the Company for the Financial Year 2018-19 is a part of the Annual Report.There are no qualifications reservations or adverse remarks or disclaimers made by M/s. KJ Shah & Associates in their Report dated May 20th 2019.

27. Internal Auditor

Pursuant to the provisions of Section 138 and any other applicable provisions of theCompanies Act 2013 and the rules made there under M/s. Nitin J Rughani CharteredAccountant (Membership No. 043267) appointed as an Internal Auditor of the Company for theFinancial Year 2018-19.

28. Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - I

29. Secretarial Auditor and Audit Report:-

As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorsof the Company has appointed M/s. Bhuwnesh Bansal & Associates Practicing CompanySecretary (FCS -6526 & COP. No: 9089) as Secretarial Auditor of the Company to conductSecretarial audit for the financial year ended on March 31 2019. Secretarial Audit Reportissued by M/s. Bhuwnesh Bansal & Associate Practicing Company Secretary in form MR-3is enclosed as Annexure - II to this Annual Report. There are no qualifications inSecretarial Audit Report.

30. Compliance with Secretarial standards

Your Company is in compliance with Secretarial Standards applicable to the Company.

31. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income TaxAct 1961 as well as other relevant laws governing taxation on the company.

32. Annual return

A copy of the annual return shall be placed on the website of the companywww.fraserindia.co.in

33. Corporate Governance Report:-

During the year under review the Paid Up Capital and Net Worth of the Company wereless than 10 crores and 25 crores respectively as on 31st March 2019 therefore CorporateGovernance provisions as specified in Regulations 17 17A 18 19 20 21 22 23 2424A 25 26 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and para C Dand E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement)Regulation 2015 is not applicable to the Company.

Whenever this regulation becomes applicable to the Company at a later date we willcomply with requirements those regulations within six months from the date on which theprovisions became applicable to our Company.

34. Prevention of insider trading:

Your Company has adopted the:

1. Revised code of conduct for prohibition of insider trading

2. Code of practices and procedures for fair disclosure of unpublished price sensitiveinformation

3. Policies and procedures for inquiry in case of leak of or suspected leak ofunpublished price sensitive information for regulating the dissemination of UnpublishedPrice Sensitive Information and trading in securities by Insiders.

35. Company's Trademark Registration

The Company has registered its Trademark with Trade mark No-4002802 dated 20/11/2018with Serial number 2189836 as logo F in circle and received the certificate dated 01stJuly 2019 from Trade mark registry Mumbai. The Following Logo Company has been registeredunder Class-9 in the name of the Company.

36. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance andco-operation received from Bankers Government Departments and other Business Associatesfor their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuingconfidence in the Company. The Directors also acknowledge the hard work and persuasiveefforts put in by the employees of the Company in carrying forward Company's vision andmission.

On Order of the Board of Directors On Order of the Board of Directors
For Fraser And Company Limited For Fraser And Company Limited
Sd/- Sd/-
Mr. Vickesh Kamdar Mr. Prakash Temkar
Managing Director Whole Time Director
DIN: 05347212 DIN: 08120721
Place: Mumbai
Date: May 20th 2019