efc i ltd share price Directors report

Your Directors take pleasure in presenting their 38^th Annual Report on of your Company together with audited financial statements for the year ended on 31^st March, 2022.

1. FINANCIAL RESULTS:

(Amount in Lacs)

Particulars	F.Y. 2021-22	F.Y. 2020-21
Total Revenue	10.59	15.85
Profit before Interest, Depreciation and Taxation	1.91	7.99
Less : Interest	0.00	0.00
Less : Depreciation and amortization	0.00	0.00
Profit / (Loss) before Tax	1.91	7.99
Provision for Taxation
Less : Current Tax	0.65	0.78
Less : Tax adjustment for earlier years	0.00	0.10
Profit / (Loss) after Tax	1.26	7.10

2. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year under review.

3. RESERVES

During the year under review, no amount is transferred to any reserve account.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company has earned total revenue of Rs. 10.59 Lacs as compared to previous year revenue of Rs. 15.85 lacs. During the year Revenue from operations is reported Nil. Your Company has reported a profit after tax of Rs. 1.26 Lacs as compared to profit of Rs. 7.10 Lacs in previous year. Your directors are confident for the improvement in the performance of the Company in the coming years.

5. SHARE CAPITAL

At present the Authorized Share Capital of the Company stands at Rs. 75 Lacs and the paid up capital stands at Rs. 69.97 Lacs. There has been no change in the share capital during the period ended 31^st March, 2022.

6. DEPOSITS

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on 31^st March, 2022.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF OUR COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments which affect the financial position of the company occurring between the end of financial year and the date of this Report, except as stated specifically in this Report.

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary, joint venture or associate company for the year ended on 31^st March, 2022.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of The Companies (Accounts) Rules, 2014, forms part of this Report and annexed at Annexure-1.

10. RISK MANAGEMENT

The Company has set up a risk management framework to identify, monitor, minimize, mitigate and report and also to identify business opportunities. The executive management oversees the risk management framework and the Audit Committee evaluates internal financial controls and risk management systems. However, the details of risk management objectives and policies made by the Company under the said provision are given in the notes to the Financial Statements. In the opinion of Board, there are no risk which may threaten the existence of the Company. The Risk Management Policy is placed on the website of the Company at http://www.amanitrading.in/pdf/RiskManagementPollicy2018.pdf

11. CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES

The requirements of corporate social responsibility in terms of Section 135 of the Companies Act, 2013 does not apply to your company.

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

Details of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. During the year, the Company has not granted any loans or given guarantee or provided security in connection with a loan.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The members may note that all the related party transactions were in the ordinary course of business and on arms length basis and hence disclosure in Form AOC-2 is not required. There were no materially significant transactions with any of the related parties that may have potential conflict with the interest of the Company at large. Transactions with related parties as per requirements of IND-AS are disclosed in the notes to the Financial Statements.

14. NOMINATION AND REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Companys policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management and the same is posted on the Companys website at

http://www.amanitrading.in/pdf/NRC%20policy%20(Effective%20from%2001.04.2019)- amani.pdf

15. ANNUAL EVALUATION OF BOARDS PERFORMANCE

The Nomination and Remuneration Committee have laid down the manner in which formal evaluation of the performance of the Board, its Committee and individual Directors has to be made. Pursuant to the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the policy laid down by the Nomination and Remuneration Committee (NRC), as approved by the Board of Directors, the Board has carried out an annual evaluation of its performance, its Committees and all individual Directors.

In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman & Managing Director was evaluated.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2022 is available on the Companys website on

http: //www .amanitrading .in

17. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.amanitrading.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW AND ATTENDANCE THEREOF.

During the year, 4 (Four) meetings of the Board of Directors were held, as required under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. viz; 08^th June, 2021, 11^th August, 2021, 29^th October, 2021, and 10^th February, 2022.

Sr. No. Name of Director	Number of Board Meetings during the financial year 2021-22
	Held	Attended
1 Mr. Keyur Parikh	4	4
2 Mr. Jainik G. Shah	4	4
3 Mr. Anish A. Shah	4	4
4 Mrs. Aashini Shah	4	4

During the year, Your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

19. GENERAL BODY MEETINGS

Annual General Meeting:

Location and time of last three AGMs:

Year	Date	Venue	Time
2019	27/09/2019	32, Milan park Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad- 3800 08.	12:30 P.M.
2020	30/09/2020	H.R. Hall, Texcellence complex, Khokhara, Ahmedabad-380 021	12:30 P.M.
2021	30/09/2021	H.R. Hall, Texcellence complex, Khokhara, Ahmedabad-380 021	12:30 P.M.

Special Resolution passed in the previous three AGMs:-

Sr. No.	Date	Details of Special Resolution passed
1.	27/09/2019	Re-Appointment of Mr. Keyur J. Parikh (DlN: 00156455) as an Independent Director
2.	30/09/2020	None of the Special Resolution passed at the AGM.
3.	30/09/2021	None of the Special Resolution passed at the AGM.

No special resolution is proposed to be conducted through postal ballot. However, resolution, if any, required to be passed through postal ballot during financial year 2022-23 shall be passed as per the prescribed procedure.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/Re-appointment:

The shareholders at the 37^th Annual General Meeting held on 30^th September, 2021 approved Reappointment of Mr. Anish Shah as Director retiring by rotation.

There was no change in the composition of the Board of Directors during the year under review. The Board regrets to place on record that Mr. Navinchandra Bhavsar, Chief Financial Officer of the Company ceased to be CFO of the Company w.e.f. 7^th January, 2022 due to his death. The Directors place on record their deep appreciation for his valuable guidance and assistance received during his tenure as Chief Financial officer.

Retirement by Rotation:

In accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mrs. Aashini Shah, Director retires by rotation at the ensuing Annual General Meeting of the Company. However, due to change in the management, she has tendered her resignation so as to be effective from close of the business hours on 26^th May, 2022.

21. DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) and 134 (5) of the Act, that:

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

(b) the directors had 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 of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

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

22. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are person of integrity and possess relevant expertise and experience including the proficiency.

The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company at

http://www.amanitrading.in/pdf/LetterofAppointmentIndependentDirectorAMANI2018.pdf

Pursuant to the requirements of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations, the meeting of Independent directors of the Company was held on February 14, 2022.

23. PARTICULARS OF EMPLOYEES

(i) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as Annexure - 2 to this Report.

(ii) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, the said statement is not being sent along with this Annual Report to the members in line with the provisions of Section 136 of the Companies Act, 2013. The same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary.

24. AUDITORS

(a) STATUTORY AUDITORS

The tenure of M/s. Mukesh M. Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 106625W) who were appointed as Statutory Auditors of the Company at the 33^rd Annual General Meeting held on 28^th September, 2017, for a term of five (5) consecutive financial years, is coming to an end at the conclusion of 38^th Annual General Meeting of the Company. The said Statutory Auditors have expressed their unwillingness to be re-appointed at the next Annual General Meeting for any further term.

The Auditors Report for FY 2021-22 form part of this Annual Report and does not contain any qualification, reservation or adverse remark.

(b) SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 as amended, the Company has appointed M/s. A. Shah & Associates, Practicing Company Secretary, Ahmedabad (Certificate of Practice No. 6560) to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2022. The Secretarial Audit Report is annexed herewith as Annexure - 3.

The Secretarial Audit Report contains observation that the Company is yet to comply with the Regulation 31(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 for maintaining 100% Shareholding of promoters in Dematerialization Form. As regard to the aforesaid observation, Board wishes to state that core promoters, holding 85.75% shares of promoters holding, had already dematerialized their shares.

(c) COST AUDITOR:

The Company does not fall under the ambit of Section 148 of the Act and hence the Company is not required to appoint Cost Accountant.

25. REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed thereunder either to the company or to the Central Government.

26. CHANGE IN MANAGEMENT DUE TO TAKEOVER

The Core Promoters (Mrs. Shefali Chintan Parikh and Ms. Uttara Parikh) of the Company have entered into Share Purchase Agreement on dated February 22, 2022 with Mr. Abhishek Narbaria and Mr. Umesh Sahay (‘Acquirers) for sale of 4,49,770 fully paid-up equity shares of Rs.10/- each, constituting 64.28% of the Voting Share Capital of the Company.

In this regards, the Acquirers have announced an open offer in the terms of SEBI (SAST) Regulation, 2011.

In accordance with the provision of the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the Company has been takeover by the said Acquirers and due to change in management of the Company, Mr. Anish A. Shah, Director, Mrs. Aashini Shah, Director, Mr. Keyur Parikh, Independent Director and Mr. Jainik Shah, Independent Director, all resigned with effect from close of business hours on 26th May, 2022 and have ceased to be Directors accordingly. Mr. Sohit Mehta, Company Secretary resigned with effect from close of business hours on 26^th May 2022.

27. DISCLOSURE OF COMPOSITION OF BOARD, COMMITTEE AND VIGIL MECHANISM

CONSTITUTION OF BOARD

As on the March 31, 2022, the composition of Board was as follows:-

Sr. No. Name of the Director	Designation
1. *Mr. Anish A. Shah	Managing Director
2. *Mrs. Aashini A. Shah	Non Executive-Non Independent Director
3. *Mr. Jainik G Shah	Independent Director
4. *Mr. Keyur J. Parikh	Independent Director

* All above mentioned Directors have ceased to be directors of the Company with effect from closure of business hours of May 26, 2022, as stated above.

Due to change in management, the New Composition of Board of Directors as on the date of this report is as follow with effect from May 26, 2022:

The Board of Directors Comprises of the following directors as on the date of the Board Report:

Sr. No. Name of the Director	Designation
1. Mr. Umesh Sahay	Non-Executive Non-Independent Director
2. Mr. Abhishek Narbaria	Non Executive-Non Independent Director
3. Mr. Nikhil Bhuta	Independent Director
4. Ms. Gayathri Srinivasan Iyer	Independent Director

Ms. Rupal Dedhia has been appointed as Company Secretary & Compliance Officer with effect from 27^th May 2022.

Corporate Governance provisions as specified under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") does not apply to the Company.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. AUDIT COMMITTEE

Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/ yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met four times during the financial year 2021-22 viz; 08^th June, 2021, 11^th August, 2021, 29^th October, 2021, and 10^th February, 2022.

CONSTITUTION OF COMMITTEE

As on the May 26, 2022, the composition of Board is as follows:-

Sr. No. Name of Director	Category	Designation
1 *Mr. Keyur J. Parikh	Independent Director	Chairman
2 *Mr. Jainik G. Shah	Independent Director	Member
3 *Mr. Anish A. Shah	Executive Non-Independent Director	Member

* All above mentioned Members ceased to be Members of the Audit Committee of the Company with effect from closure of business hours of May 26, 2022.

The details of meetings attended by Committee members are given below:

Sr. No. Name of Director	Number of meetings during the financial year 2021-22
	Held	Attended
1 Mr. Keyur Parikh	4	4
2 Mr. Jainik G. Shah	4	4
3 Mr. Anish A. Shah	4	4

Mr. Keyur Parikh, the Chairman of the Committee had attended last Annual General Meeting of the Company held on 30th September, 2021. Further, Mr. Sohitkumar D. Mehta, Company Secretary is acting as a secretary of the committee. Recommendations of Audit Committee, wherever and whenever given, have been accepted by the Board.

The new Composition of Committee as on the date of this report are as follow with effect from May 26,2022:

The Audit committee Comprises of the following members as on the date of the Board Report:

Sr. No. Name of Director	Category	Designation
1. Mr. Nikhil Bhuta	Independent Director	Chairman
2. Ms. Gayathri Srinivasan Iyer	Independent Director	Member
3. Mr. Umesh Sahay	Non-Executive Non-	Member
	Independent Director

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the year under review, one meeting was held on 10^th February, 2022 inter alia, to recommend the appointment of KMPs and to review the performance of Directors of the Company.

CONSTITUTION OF COMMITTEE

As on the May 26, 2022, the composition of Board is as follows:-

Sr. No. Name of Director	Category	Designation
1 *Mr. Jainik G. Shah	Independent Director	Chairman
2 *Mr. Keyur Parikh	Independent Director	Member
3 *Mrs. Aashini A. Shah	Non-Executive Non-Independent Director	Member

* All above mentioned Members ceased to be Members of the NRC Committee of the Company with effect from closure of business hours of May 26, 2022.

The details of meetings attended by Committee members are given below:

Sr. No. Name of Director	Number of meetings during the financial year 202122
	Held	Attended
1 Mr. Jainik Shah	1	1
2 Mr. Keyur Parikh	1	1
3 Mrs. Aashini A. Shah	1	0

The New Composition of Committee as on the date of this report are as follow with effect from May 26,2022:

The NRC committee Comprises of the following members as on the date of the Board Report:

Sr. No. Name of Director	Category	Designation
1. Ms. Gayathri Srinivasan Iyer	Independent Director	Chairman
2. Mr. Nikhil Bhuta	Independent Director	Member
3. Mr. Abhishek Narbaria	Non-Executive NonIndependent Director	Member

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at http://www.amanitrading.in/pdf/Whistle%20Blower%20Policy.pdf

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations. All orders received by the Company during the year are of routine in nature which have no significant / material impact.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables it to implement internal financial control across the organisation and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of internal audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

30. LISTING WITH STOCK EXCHANGES

Your Company is listed with the BSE Limited and the Company has paid the listing fees to each of the Exchanges.

31. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 does not apply to your Company and hence provisions relating to report on corporate governance are not applicable. The Management Discussion and Analysis Report forms part of this Report and are annexure as Annexure -4 to this Report.

32. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employee Stock Option Scheme.

c. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

d. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

e. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

33. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors state that during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. AFFIRMATION AND DISCLOSURE:

All the Members of the Board and the Senior Management Personnel have affirmed their compliance with the Code of Conduct as on 31st March, 2022 and a declaration to that effect, signed by the Managing Director, forms an integral part of this report and is annexed as Annexure -5.

35. APPRECIATION

Your Directors express their gratitude for the dedicated services put in by all the employees of the Company.

36. ACKNOWLEDGEMENTS

Your Directors places on record their sincere thanks to the customers, vendors, investors, banks and financial institutions for the continued support. Your Directors are also thankful to the Government of India, State Government and other authorities for their support and solicit similar support and guidance in future.

	For and on behalf of the Board
	Sd/-	Sd/-
	Umesh Kumar Sahay	Abhishek Narbaria
Date: 13/08/2022	Managing Director	Wholetime Director
Place: Pune	DIN: 01733060	DIN: 01873087