Faze Three Autofab Ltd Directors Report.

To,

The Members of

AUNDE FAZE THREE Autofab Limited

Your Directors are pleased to present the 22nd Annual Report of your Company containing the business performance and the Audited Financial Statements for the year ended on 31st March 2019.

1. FINANCIAL HIGHLIGHTS (Rs. In Lacs)
Particulars For the year ended 31.03.2019 For the year ended 31.03.2018
Revenue from operations 14148.26 12782.14
Expenses (14596.32) (13769.46)
Other Income 8.18 18.69
Profit before Interest, Tax, Depreciation & Amortization, finance cost and exceptional items (439.97) (968.63)
Less:
Finance Cost/ Interest 481.13 437.71
Depreciation & amortization expenses 441.00 420.20
Profit / (Loss) before taxation (1362.01) (1826.53)
Less : Provision for taxation (230.00) 0.00
Profit / (Loss) for the year carried to Balance Sheet (1132.01) (1826.53)

2. KEY HIGHLIGHTS OF THE FINANCIAL PERFORMANCE

During the year under review, the Company has earned revenue from operations of Rs. 14148.26 lacs as against Rs. 12782.14 lacs in the previous year. The Company incurred Net Loss of Rs. 1132.01 Lacs as against Net Loss of Rs. 1826.53 Lacs.

3. CHANGE IN THE NATURE OF THE BUSINESS

There were no changes in the nature of business during the year under review as prescribed in Rule 8 of the Companies (Accounts) Rules, 2014.

4. DIVIDEND

Due to financial losses, your Board of Directors has not recommended any dividend for the Financial Year. In terms of the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, there is no unpaid / unclaimed dividend which are pending to be transferred during the year to the Investor Education and Protection Fund.

5. RESERVES:

The Company has not transferred any amount to reserves in current financial year.

6. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE:

Aunde Achter & Ebels GmbH, Germany is the Promoter / JV partner of the Company and is holding 42.82% shares of the Company. There are no other Companies which have become or ceased to be its subsidiaries, JV or associate during the year.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form a part of the Notes to Financial Statements provided in this Annual Report.

8. DEPOSITS:

During the year under review, your company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Companies Act, 2013.

9. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2019 and the date of the Directors report.

10. DIRECTORS & KMP:

During the year under review there were no changes in Directorship & KMPs of the Company.

Mr. Ajay Anand (DIN: 00373248) who was appointed as Managing Director of the Company w.e.f. 1st April, 2014 for a period of 5 years at 17th Annual General Meeting of the Company. The present term of Mr. Ajay Anand expired on 31st March, 2019.

The Board, based on recommendation of the Nomination and Remuneration Committee and subject to approval of the Members have approved re-appointment of Mr. Ajay Anand as Managing Directors of the Company for further period of 3 years w.e.f. 1st April, 2019.

11. DETAILS OF BOARD MEETINGS:

The Board of Directors of your Company met 7 (Seven) times during the Financial Year ended 31stMarch, 2019. The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013.

12. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief according to the information and explanations obtained by them, Board of Directors of the Company makes the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Financial Statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that such accounting policies as mentioned in Notes to Financial Statements have been selected and applied consistently and made judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the loss of the Company for the year ended on that date;

(iii) that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Financial Statements have been prepared on a going concern basis;

(v) that the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. ANNUAL PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013, and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (‘SEBI Listing Regulations); the Board of Directors has carried out an annual evaluation of its own performance as a Board, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

The performance of the board was evaluated by the board after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement, the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

14. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

Pursuant to the SEBI regulations, the company has worked out a Familiarization Programme for the independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the company operates, business model of the Company, etc.

The policy for Familiarization Programme for the Independent Directors is available on the website of the company at http://aundeindia.com/aunde/investor/files/AUNDEIndependentdirectorfamiliarisation programme.pdf

16. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND

PARTICULARS OF EMPLOYEES:

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, details of Remuneration to Directors and Key Managerial Personnel is provided in Form MGT-9 annexed to this Report.

The Company has no employee who- (i) if employed throughout the financial year, was in receipt of remuneration, in aggregate, more than Rs 102 Lacs, or (ii) If employed for part of the financial year, was in receipt of remuneration, in aggregate, more than Rs 8.50 Lacs per month. Hence, the information required to be given pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is not applicable to the Company.

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors Report, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

17. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

In compliance with the Regulation 34 read with Schedule V of the Listing Obligations and Disclosure Requirements) Regulations, 2015 A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Companys auditors confirming the compliance of conditions on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report as Annexure I.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

For the financial year under review as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report is Annexed to this report as Annexure II.

19. CONTRACTS / ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

All transactions entered into with related party during the financial year as defined under Section 188(3) of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on Arms Length Price basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company.

All Related party Transactions are approved by Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.

Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements. The Company has proposed to take approval of shareholders regarding related party transactions propose to be enter into with related parties in next financial year through Ordinary Resolution.

The policy on Related Party Transactions as approved by the Board is available on the website of the company. The same can be accessed on http://aundeindia.com/aunde/investor/files/RelatedPartyTransactions PolicyAunde.pdf

20. TRANSACTIONS WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given as Annexure III in Form AOC-2 to this report.

21. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Companys website, viz., www.aundeindia.com. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement.

The key policies that have been adopted by the Company are as follows:

Related Party Transactions Policy This Policy is deals with (a) the materiality thresholds for related party transactions and; (b) the manner of dealing with the transactions between the Company and its related parties based on the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other laws and regulations as may be applicable to the Company.
Nomination & Remuneration Policy Your Company has framed Nomination & Remuneration Policy as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for recommendation to the Board of Directors regarding the appointment, removal and remuneration of the directors, key managerial personnel and other employees. It also lay down the evaluation criteria for performance evaluation of Board, its Committees and individual directors.
Whistle Blower Policy / Vigil Mechanism Your Company has a Vigil Mechanism / Whistle Blower Policy which provides adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to Mr. Vinit Rathod, Chairman of the Audit Committee, in appropriate or exceptional cases.
Code of Conduct for Insider Trading This Policy sets up an appropriate mechanism to curb Insider Trading. It provides Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.
Materiality Policy This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
Document Retention and Archival Policy The purpose of this Policy is to specify the type of document(s) and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
Prevention of Sexual Harassment Policy The Policy intends to provide protection against sexual harassment of women at workplace and the prevention and redressal of complaints of sexual harassment and matters related to it.
The policy applies to all categories of employees of the Company, including permanent management and workmen, temporaries, trainees and associates on contract at its workplace or at client sites.

22. DICSLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND

REDRESSAL) ACT, 2013:

The Company has in place a Prevention of Sexual Harassment Policy and an Internal Complaints Committee as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint during the year.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGS AND

OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings is Annexed to this report as Annexure IV.

24. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Companys management is responsible for establishing and maintaining an adequate system of internal financial control over financial reporting. The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, excluding transaction with proper authorization and ensuring compliance of corporate policies. Your Company remains committed to improve the effectiveness of internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations.

25. INDIAN ACCOUNTING STANDARD (IND AS)

The Indian Accounting Standards (IND AS) were notified by the Ministry of Corporate Affairs on February 16, 2015. the Company has adopted all the Ind AS standards Effective April 1, 2016, and the adoption was carried out in accordance with Ind AS 101 First time Adoption of Indian Accounting Standards, with April 1, 2017 as the transition date. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP) which was the previous GAAP

26. SIGNIFICANT MATERIAL ORDER PASSED BY COURTS:

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

27. RISK MANAGEMENT POLICY:

The Company has framed a Risk management policy which was approved by the Board pursuant to the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks faced by the Company. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments etc. During the period a risk analysis and assessment was conducted and no major risks were noticed.

28. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR):

The company is not required to comply with section 135 of the Companies Act, 2013 along with rules made in this behalf as the Company does not fulfill any criteria provided under Sub-section 1 of Section 135 of the Companies Act, 2013.

29. STATUTORY AUDITORS:

In terms of the provisions of Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Member of the Company has approved appointment of M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, Mumbai (Firm Rgn. No. 000038N) as the Statutory Auditors for a term of 5 (five) years, to hold office from till the conclusion of 25th (Twenty Fifth) AGM.

30. FRAUD REPORTED BY THE AUDITOR, IF ANY

There is no fraud reported by the Statutory Auditor.

31. COST AUDIT:

Cost Audit is not applicable for the financial year 2018-19.

32. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sanjay Dholakia & Associates, Practicing Company Secretaries to undertake Secretarial Audit. The Report is annexed to this Report as Annexure V.

33. OBSERVATIONS – AUDITOR & SECRETARIAL AUDITOR:

Secretarial Auditor: As, mentioned in the Report, the part of promoters holding was not in dematerialized form throughout the year as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However same has been converted to dematerialization form and entire Promoters holding is under demat form as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statutory Auditor: there are no observation remarks in statutory auditors report.

34. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form No. MGT -9, as provided under sub-section (3) of Section 92 of the Companies Act, 2013, annexed herewith the Boards report as Annexure VI.

35. ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and Stakeholders.

On behalf of the Board of Directors

Ajay Anand

Chairman & Managing Director

Place : Mumbai

Date: 30thMay, 2019