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Fraser and Company Ltd.

BSE: 539032 Sector: Others
NSE: N.A. ISIN Code: INE184Q01010
BSE 00:00 | 20 Sep 11.43 -0.60
(-4.99%)
OPEN

12.63

HIGH

12.63

LOW

11.43

NSE 05:30 | 01 Jan Fraser and Company Ltd
OPEN 12.63
PREVIOUS CLOSE 12.03
VOLUME 11814
52-Week high 12.99
52-Week low 2.43
P/E 6.84
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.63
CLOSE 12.03
VOLUME 11814
52-Week high 12.99
52-Week low 2.43
P/E 6.84
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 2020.

1. Financial Performance:-

The Financial performance of the Company for the Year ended 31st March 2020 is assummarized below:-

(In Rupees)

Particulars (19-20) (18-19)
Turnover (Net of GST)& Other Income 251190601 48697769
Profit / (Loss) before Interest Depreciation & Taxation 9507041 1080540
Less - Interest 0.00 00.00
Profit / (Loss) before Depreciation & Taxation 9507041 1080540
Less - Depreciation 107993 123462
Profit / (Loss) before tax 9399048 957078
Less- Provision for Taxation (Incl. Deferred Tax) 2246059 265492
Net Profit / (Loss) for the year 7152989 691586

2. Performance Review:-

For the year 2019-20 the Turnover of the Company increased and stood atRs.251190601/-and Net Profit for the year is Rs. 7152989/-.

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.7152989/- 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 ofI Nd 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. The Covid-19 Pandemic:-

The Covid-19 pandemic presented an unprecedented health emergency. In India earlyprotective measures by the Indian Government were gradually ramped up culminating into astrict nationwide lockdown starting from 25th March 2020. Similar measures to contain thisemergency in the form of restrictions on activity and mobility by countries has resultedin a global slowdown even as there continues to be a severe uncertainty around theduration and intensity of the crisis. This affects all aspects of our lives and will havea wide impact on the economy which includes our business.

The Company is actively monitoring the impact of the Covid-19 pandemic on its financialcondition liquidity operations suppliers industry and workforce. It has used theprinciples of prudence in applying judgements estimates and assumptions based on thecurrent estimates. In assessing the recoverability assets such as goodwill inventoriesfinancial and other assets based on current indicators of future economic conditions theCompany expects to recover the carrying amounts of its assets.

The extent to which Covid-19 impacts the operations will depend on future developmentswhich remain uncertain. Besides this no material changes and commitments have occurredafter the close of the year till the close of this Report which affects the financialposition of the Company.

7. MSME Registration:-

Your Company has obtained MSME Registration with Micro category under Major activityServices with UAM No (Udyog Aadhaar Memorandum) with effect from 26th of May 2020.

8. Share Capital:-

The authorized capital of the company as at March 31st 2020 stood at Rs. 120000000(Rupees Twelve Crores) and paid up Equity Share Capital as at March 31st 2020 stood atRs. 81203000/- (Rupees eight Crores Twelve lakhs and Three thousand only). During theyear under review the Company has neither issued any shares with differential votingrights nor had granted any stock options or sweat equity.

9. 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 312019are 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(Independent Director) DIN: 08276971

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

6. MRS. SLESHA GHOSH (Chief Financial Officer)

7. MRS. SHANKY HANDA (Company Secretary)

a) Changes in Directors and Key Managerial Personnel:

During the year under review the following changes took place in the Key ManagerialPersonnel of the Company:

With effect from 08th of August 2019 Mrs. Slesha Pradeep Ghosh was appointed as theChief Financial Officer of the Company consequent to resignation of Mrs. Kalpana N. Patilfrom the position of Chief financial Officer of the Company.

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

During the year ended March 31 2020 Five (5) Board Meetings were held. The dates onwhich the Board meetings were held are May 20th 2019 August 8th 2019 September 30th2019 November 13th 2019 February 12th 2020.

11. 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.

12. 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 AuditCommittee comprising of the following Directors viz.Mr. Ashishkumar Bangur (Chairman) Mr.Vickesh Kamdar Mr. Anand Kumar and Mrs. Avani Shah.

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 therecommendation of the Audit Committee during the year under review.

During the year ended March 312020 four (4) Audit Committee meetings were held on20th May 2019 08th August 2019 13th November 2019 and 12th February 2020.

13. 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 coemployees 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.

14. 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 Nominationand Remuneration Committee comprising of the following Directors 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 31st 2020 Three (3) Nomination and Remuneration Committeemeetings were held on 20th May 2019 8th August 2019 and 30th September 2019.

15. 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 Committeecomprising of the following Directors viz. Mr. Ashish Bangur (Chairman) Mr. Anand Kumarand Mrs. Avani Shah Stakeholders Relationship Committee acts in accordance with the termsof reference specified from time to time by the Board.

During the year ended March 31st 2020 Once SRC Committee meeting were held on 13thNovember 2019.

16. Corporate Social Responsibility (CSR):-

During the Financial year ended March 312019 no Contribution towards the CorporateSocial Responsibility under Section 135 of the Companies Act 2013 was made by the Company

17. 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 flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

• Pee revaluation

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.

There view 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.

18. 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 prout 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.

19. 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 other sentitled 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 there of such Member may write to the Company Secretary in thisregard.

20. 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 safe guarded transactions are executed in accordance's with management'sauthorization and properly recorded and accounting records are adequate for preparation offinancial statements and other financial information. Internal check is conducted on aperiodical basis to ascertain the adequacy and effectiveness of internal control systems.

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

21. Subsidiary Associates or Joint Venture

The company does not have any Subsidiary Associate Company or Joint Ventures at theend of the financial year 2019-20.

22. Fixed Deposits:-

The Company has not accepted any deposits from the public in terms of Section 737475and 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

23. Particulars of Loan Guarantees and Investments by Company: -

During the Financial year ended March 312020 no loan guarantee and investment underSection 186 of the Companies Act 2013 was made by the Company.

24. Related Party Transactions: -

During the Financial year ended March 31st 2020 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.

25. 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) Rules2014

(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:

a. Foreign Exchange Earned - Nil

b. Foreign Exchange Used - Nil

26. 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.

27. Policy on prevention of sexual harassment at workplace

As per the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (hereinafter referred to as "Prevention ofSexual Harassment Act") the Company has formulated a Policy on Prevention of SexualHarassment at Workplace for prevention prohibition and redressal of sexual harassment atworkplace and an Internal Complaints Committees has also been set up to redress any suchcomplaints received. The Company is committed to providing a safe and conducive workenvironment to all of its employees and associates. No complaints of sexual harassmentwere received during the financial year 2019-20 by the Company.

28. 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 2019-20 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 June 29th 2020

29. Internal Auditor

Pursuant to the provisions of Section 138 and any other applicable provisions of theCompanies Act 2013 and the rules made there under Mr. Nirmal Shah Chartered Accountant(Membership No-153747) appointed as an Internal Auditor of the Company for the FinancialYear 2019-20.

30. 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

31. 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 March31st 2020. Secretarial AuditReport issued by M/s.Bhuwnesh Bansal & Associate Practicing Company Secretary in formMR-3 is enclosed as Annexure - II to this Annual Report. There are no qualifications inSecretarial Audit Report.

32. Compliance with Secretarial standards

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

33. 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.

34. Annual return

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

35. Corporate Governance Report:-

During the year under review the Paid Up Capital and Net Worth of the Company wereless than10 crores and 25 crores respectively as on 31st March 2019 there for eCorporate Governance provisions as specified in Regulations 17 17A 18 19 20 21 2223 24 24A 252627and clause (b) to (i) of sub regulation (2) of regulation 46 and paraC D and 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.

36. Prevention of insider trading:

Your Company has adopted the:

1. Revised code of conduct for prohibition of insider trading in the last year.

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.

37. 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 share holders for their continuingconfidence in the Company. The Directors also acknowledge the hardwork 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/-
Vickesh Kamdar Prakash Temkar
Managing Director Whole Time Director
DIN: 05347212 DIN: 08120721
Place: Mumbai
Date: June 29th 2020

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