A & M Febcon Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Board’s Report is prepared based on the stand alone financial statements of the company. (In Rs.)

PARTICULAR 2018-19 2017-18
Total Income for the year was 33,31,000 3,51,48,780
Profit/(Loss) Before Depreciation And Taxes 1,26,670 47,093
Less: Depreciation - -
Net Profit/(Loss) Before Tax 1,26,670 47,093
Less: Provision For Tax - -
Deferred Tax - -
Profit/(Loss) After Tax 1,26,670 47,093

2. Subsidiaries, Joint Ventures and Associate Companies

The Company doesn’t have any subsidiary or joint venture or Associate Company.

3. DIVIDEND

The Board of Directors has not recommended any dividend for the year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to specific reserves. Further, The Company has transferred amount of Rs. 1,26,670 to reserves and surplus (free reserves)

6. CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company.

7. Register office shifting within the jurisdiction

There has been no change in registered office address of the company.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL :

Mr. RENUKABEN RAMESHBHAI SHAH (DIN: 06800497) is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer herself for re- appointment.

There are following changes in board of Director and Key Managerial Personnel during the year

Mr. RAJESH GHANSHAYAMDAS LACHHWANI has resigned from the board w.e.f. 24/04/2018.

Ms. VRUSHA PATEL has resigned from the board w.e.f. 24/04/2018.

Mr. DHAVALBHAI PRAVINBHAI PATEL has resigned as company secretary of company w.e.f. 24/04/2018.

Mr. TEJASBHAI HARSHADBHAI PATEL has been appointed as Chief Financial Officer of Company w.e.f. 24/04/2019.

Mr. Devabhai Nagjibhai Desai has resigned from the post of Director and Managing Director of the company w.e.f 05/09/2018

Mr. Yash Shaileshbhai Patel has resigned from the post of Chief Financial Officer w.e.f. 05/09/2018.

Mr. Varun Shah was appointed as Managing Director of Company w.e.f. 10/09/2018

Mr. TEJASBHAI HARSHADBHAI PATEL appointed as Additional Executive Director w.e.f. 10/09/2018 and was regularised 29/09/2018

Ms. HIRAL DIPSINH KASHELA has been appointed as Company Secretary w.e.f. 05/11/2018.

Mrs. RUPAL VIJAY THAKKAR has been appointed as Non-executive Director w.e.f. 20/03/2019.

Mr. ABHISHEK LODHA has been appointed as Non-executive Director w.e.f. 23/03/2019

There are following changes in board of Director and Key Managerial Personnel After the closure of financial year but before approval of Directors report.

Ms. HIRAL DIPSINH KASHELA has resigned as company secretary of company w.e.f. 27/05/2019.

9. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

10. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Nine (9) times on 25/04/2018, 30/05/2018, 01/09/2018, 10/09/2018, 05/11/2018, 14/11/2018, 08/01/2019, 20/03/2019 and 23/03/2019 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

11. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’

Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. Risk Management Policy

The Company has framework for managing its risk. It has led down detail procedure to inform Board member about the Risk assessment and Minimization Procedure. The Company has made the policy in this regard and the same is reviewed periodically to ensure the management control risk through means of proper define framework.

14. Particulars of employees

Statement containing particulars of employees under rule 5 (2) of the companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 is attached herewith in Annexure A).

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements.

The Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed

16. CHANGE IN CAPITAL SRUCTURE OF COMPANY

There has been no any changes in capital structure of Company during the year.

17. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are No other material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

18. ANNUAL RETURN

A Copy of Annual return shall be published on companys website i.e. www.aandmfebcon.com

19. AUDITORS AND THEIR REPORT

STATUTORY AUDITOR

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

M/S. PAREKH PAREKH AND ASSOCIATES, Chartered Accountants (FRN 132988W) has been appointed as statutory auditors of Company till conclusion of 10th Annual General Meeting of Company.

COST AUDITOR

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under, M/s. Mehul Thakkar and Associates, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as "Annexure B". Board Comments on observations of secretarial audit report as follows:

Observation : During the Year under review, Company has taken loans from persons / entities other than those which are mentioned under rule 2(c)(i) to (xiv) of The Companies (Acceptance of Deposits) Rules, 2014. Boards Comment: Observation: Audit Committee is constituted, but composition is not as per the provisions of Section 177 of Companies Act, 2013. However Composition of Audit Committee is exempt to company pursuant to Regulation 15 of SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 as company has listed securities on SME Exchange. Boards Comment: Your Board of Directors is looking forward to appoint Independent Director(s) in board of Company and also in Audit Committee of board so that Composition of Audit Committee shall be as per the provisions of Section 177 of Companies Act, 2013. Composition of Audit Committee was as per the provisions of Section 177 of Companies Act, 2013 at starting of financial year, due to resignation of Independent Director(s) during the year, composition has changed and the same is not as per the provisions of Section 177 of Companies Act, 2013 Observation: Nomination and Remuneration Committee is constituted, but composition is not as per the provisions of Section 178 of Companies Act, 2013. However Composition of Audit Committee is exempt to company pursuant to Regulation 15 of SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 as company has listed securities on SME Exchange. Boards Comment: Your Board of Directors is looking forward to appoint Independent Director(s) in board of Company and also in Nomination and Remuneration Committee of board so that Composition of Nomination and Remuneration Committee shall be as per the provisions of Section 178 of Companies Act, 2013. Observation: Board of Directors of the Company is not duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were not carried out in compliance with the provisions of the Act as Board of Directors of the Company is not duly constituted as per provisions of section 149 of Companies act, 2013 Boards Comment: Your Board of Directors is looking forward to appoint such number of Non Executive and / or Independent Director(s) in board of Company so that Composition of should be in with proper balance as per provisions of section 149 of Companies Act, 2013.

20. FINANCE ACCOUNTS

Unless otherwise stated the Accounts of the Company have been drawn up on Accrual Basis and under historical cost convention.

These financial statements have been prepared to comply with the generally Accepted Accounting Principles in India (Indian GAAP), including the Accounting Standards notified under the relevant provisions of the Companies Act, 2013

21. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section

73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules, 2014 The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

25. RELATED PARTY TRANSACTIONS

During the year no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

26. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company’s operations in future.

27. Frauds noticed/ reported

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013 during the year under review.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy : Nil

II. the steps taken by the company for utilising alternate sources of energy : None

III. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption : None

II. The benefits derived like product improvement, cost reduction, product development or import substitution: None

III. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

N.A.

e) The expenditure incurred on Research and Development: Nil

C. THERE WAS NO FOREIGN EXCHANGE INFLOW OR OUTFLOW DURING THE YEAR UNDER REVIEW

29. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP COMMITTEE

Audit Committee

Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on April 25, 2017 as per the applicable provisions of the Section 177 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended).

The composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Amit P Kadiya Chairman Independent Director 2 2
Renukaben R. Shah Member Non executive Director 2 2

Nomination and Remuneration Committee:

Constitution & Composition of Nomination and Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated April 25, 2017 . The Nomination and Remuneration Committee comprises the following members:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Amit P. Kadiya Chairman Independent Director 2 2
Renukaben R. Shah Member Non executive Director 2 2

The Policy of nomination and Remuneration committee has been place on the website of the company at www.aandmfebcon.com and the salient features of the same has been disclosed under "Annexure

C"

Stakeholders Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated April 25, 2017.

The constituted Stakeholders Relationship Committee comprises the following members:

Name Designation Category

No. of Meetings held during the

Period
Held Attended
Renukaben R. Shah Chairman Non executive Director 2 2
Amit P. Kadiya Member Independent Director 2 2

30. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI(Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this

Report, and provides the companies’ current working and future outlook of as per "

Annexure D" 31. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable to the Companies which is listed on SME Exchange, Therefore report on Corporate Governance is not applicable to our Company hence

Company has not obtained a Certificate from a Practicing Company Secretaries certifying the same.

32. Compliance with applicable Secretarial Standards

The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

33. Disclosure under Sexual Harassment of Women Workplace (Prevention, Prohibition and Redressal)

Act, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. the Company has constituted committee called "Internal Complaints Committee" to ensure safe workplace environment, which covers all employees whether permanent, contractual, trainees, temporary etc.

34. Vigil Mechanism:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

35. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company’s employees at all levels.

For and on behalf of Board
A & M FEBCON LIMITED
DATE: 10/08/2019
PLACE: AHMEDABAD
SD/- SD/-
VARUN JIGNESHKUMAR SHAH TEJASBHAI HARSHADBHAI PATEL
DIN: 07740874 DIN: 08218720
Managing Director Director and CFO

ANNEXURE-A

Particulars of Employees

Disclosure under rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014.

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2018-19.

Sr. No. Name of the Director Remuneration (Per Annum) Ratio
1 Mr. Varun Shah 0 NA
(Managing Director) From 10/09/2018
2 Mr. Devabhai Nagjibhai Desai 0 NA
(Managing Director) till 05/09/2018
3 Mr. Tejasbhai Harshadbhai Patel 0 NA
(Executive Director) From 10/09/2018
4 Mrs. Renukaben Shah 0 NA
(Non Executive Director)
5 Mr. Abhishek Lodha 0 NA
(Non Executive Director) From 23/03/2019
6 Mrs. Rupal Thakkar 0 NA
(Non Executive Director) From 20/03/2019
7 Mr. Amit P. Kadiya 0 NA
(Independent Director)
8 Mr. Rajesh G. Lachhwani 0 NA
(Independent Director) till 24/04/2018
9 Ms. Vrusha Patel 0 NA
(Independent Director) till 24/04/2018

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2018-19.

Sr. No. Name of the Director/KMP Designation % Increase
1. Mr. Varun Shah Managing Director NA
(From 10/09/2018)
2. Mr. Devabhai Nagjibhai Desai Managing Director NA
(till 05/09/2018)
3. Mr. Tejasbhai Harshadbhai Patel Executive Director NA
(From 10/09/2018)
4. Mrs. Renukaben Shah Non Executive Director NA
5. Mr. Abhishek Lodha Non Executive Director NA
(From 23/03/2019)
6. Mrs. Rupal Thakkar Non Executive Director NA
(From 20/03/2019)
7. Mr. Amit P. Kadiya Independent Director NA
8. Mr. Rajesh G. Lachhwani Independent Director NA
(till 24/04/2018)
9. Ms. Vrusha Patel Independent Director NA
(till 24/04/2018)
10. Mr. Yash Shaileshbhai Patel CFO NA
(Till 05/09/2018)
11. Mr. Tejasbhai Harshadbhai Patel CFO NA
(From 24/04/2019)
12. Mr. DHAVALBHAI PRAVINBHAI PATEL Company Secretary NA
(Till 24/04/2018)
13. Ms. HIRAL DIPSINH KASHELA Company Secretary NA
(From 05/11/2018 to
27/05/2019)

* NA _______________________

3. The percentage increase in the median remuneration of employees in the financial year 2018-19.

The percentage increase in the median remuneration of employees in the financial year 2018-19 is 33.33%

4. The number of permanent employees on the rolls of company in the Financial Year 2018-19.

The Company has 9 permanent employees on company’s rolls;

Note: The details of the Employees who have served the Company for at least 12 Months as on 31.03.2019 are taken into consideration.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Average remuneration increase for non-managerial personnel of the Company during the financial year was 33.33% and the average remuneration increase for the managerial personnel is not applicable as no Remuneration was given to any managerial personnel.

6. Affirmation that the remuneration is as per the remuneration policy of the company. It is affirmed that the remuneration paid is as per the remuneration policy of the company.

7. It is hereby confirmed that None of the employee is employed:

• having in receipt of remuneration of more than or equal to rupees one crore two lakhs per annum;

• having in receipt of remuneration of more than or equal to rupees eight lakh and fifty thousand rupees per month;

• having in receipt of remuneration which is in excess of remuneration drawn by Managing Director / Whole time director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.